Representations, Warranties and Covenants of Parent. Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.
Representations, Warranties and Covenants of Parent. Parent represents, warrants and covenants to Stockholder that:
Representations, Warranties and Covenants of Parent. Parent hereby represents, warrants and covenants to Holder that Parent has the legal capacity, power and authority to enter into and perform all of Parent’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations, Warranties and Covenants of Parent. All representations and warranties made in this Agreement by Parent shall be true and correct in all respects on the date when made and on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and Parent shall have performed or complied in all respects with all covenants and agreements to be performed by Parent under this Agreement at or prior to the Closing Date.
Representations, Warranties and Covenants of Parent. Parent represents and warrants to and covenants and agrees with, Xxxxxx Sub and the Holders that:
Representations, Warranties and Covenants of Parent. Parent represents, warrants and covenants to the Supporting Holder that:
Representations, Warranties and Covenants of Parent. Parent represents, warrants and covenants to each Stockholder that this Agreement (i) has been authorized by all necessary corporate action on the part of Parent and has been duly executed by a duly authorized officer of Parent and (ii) constitutes the legal, valid and binding obligation of Parent. Neither the execution of this Agreement by Parent nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which Parent is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to Parent.
Representations, Warranties and Covenants of Parent. Parent hereby represents, warrants and covenants to the Stockholder as follows:
Representations, Warranties and Covenants of Parent. Parent hereby represents and warrants to the Stockholder that (i) Parent has full corporate right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) such execution, delivery and performance have been duly authorized by all requisite corporate action by Parent, and no other corporate proceedings or actions are necessary therefor, (iii) this Agreement has been duly and validly executed and delivered by Parent and represents a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, and (iv) the execution, delivery and performance of this Agreement by Parent will not constitute a violation of, conflict with, require any consent (not yet obtained) under or result in a default (whether with notice or lapse of time or both) under (A) any of its Constituent Documents or any contract, understanding or arrangement to which Parent is a party or by which it is bound, (B) any judgment, injunction, decree or order applicable to Parent, or (C) any applicable law statute, rule or regulation.
Representations, Warranties and Covenants of Parent. 24 SECTION 4.1 Corporate Existence and Power..................................24 SECTION 4.2 Corporate Authorization........................................25 SECTION 4.3
