Common use of Representations and Warranties of the Purchaser and the Parent Clause in Contracts

Representations and Warranties of the Purchaser and the Parent. Each of the Purchaser and the Parent represents and warrants to each of the Stockholders that the Purchaser and the Parent has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of the Purchaser and the Parent, and no other corporate action on the part of the Purchaser or the Parent is necessary to authorize the execution, delivery or performance by the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Parent and is a valid and binding agreement of the Purchaser and the Parent, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except as may be limited by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).