Common use of Representations and Warranties of the Xxxxxxx Parties Clause in Contracts

Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound.

Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed executed, and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound.

Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed executed, and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and, assuming the valid execution and delivery hereof by each of the other partiesparties hereto, is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound.

Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement Amendment and to consummate the transactions contemplated by this AgreementAmendment; (b) this Agreement Amendment has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement Amendment by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound.