Common use of Authority Clause in Contracts

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 79 contracts

Samples: Assignment and Assumption Agreement (Heat Biologics, Inc.), Assignment and Assumption Agreement (Heat Biologics, Inc.), Manufacture and Supply Agreement (Entegris Inc)

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Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 57 contracts

Samples: General Assignment and Assumption Agreement (Organic Spice Imports, Inc.), Asset Divestiture Agreement (Gateway Certifications, Inc.), Stockholders Agreement (McAfee Com Corp)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 57 contracts

Samples: Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co)

Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 43 contracts

Samples: Exclusive Territory (Neo-Concept International Group Holdings LTD), Non Competition Agreement (AMTD Digital Inc.), Non Competition Agreement (RLX Technology Inc.)

Authority. Each of the parties hereto represents Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 27 contracts

Samples: Administrative Services Agreement (Courtside Group, Inc.), Administrative Services Agreement (Mobileye Global Inc.), Administrative Services Agreement (Mobileye Global Inc.)

Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 26 contracts

Samples: Registration Rights Agreement (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Stockholders Agreement (Emerson Electric Co)

Authority. Each of the parties hereto Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 21 contracts

Samples: Tax Matters Agreement (Regal Beloit Corp), Tax Matters Agreement (Rexnord Corp), Tax Separation Agreement

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 17 contracts

Samples: Registration Rights Agreement (Brookfield Business Partners L.P.), Registration Rights Agreement (Brookfield Business Corp), Registration Rights Agreement (Brookfield Business Partners L.P.)

Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 16 contracts

Samples: Employee Matters Agreement (SharkNinja, Inc.), Employee Matters Agreement (Mobileye Global Inc.), Master Transaction Agreement (Mobileye Global Inc.)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 15 contracts

Samples: Real Estate Matters Agreement, Real Estate Matters Agreement (Hewlett Packard Enterprise Co), Real Estate Matters Agreement (Micro Focus International PLC)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 9 contracts

Samples: Employee Benefits Agreement, Distribution Agreement (Marlborough Software Development Holdings Inc.), Separation and Distribution Agreement (InB:Biotechnologies, Inc.)

Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 8 contracts

Samples: Membrane Manufacture and Supply Transition Agreement (Entegris Inc), Consignment Agreement (US Highland, Inc.), Master Separation Agreement (Adesa Inc)

Authority. Each of the parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it and its Affiliates in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 7 contracts

Samples: Intellectual Property Assignment Agreement, Intellectual Property Assignment Agreement (Freescale Semiconductor Inc), Intellectual Property Assignment Agreement (Freescale Semiconductor Inc)

Authority. Each of the parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actions, action; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 7 contracts

Samples: Master Separation Agreement (Methode Electronics Inc), Offering and Distribution Agreement (Stratos Lightwave Inc), Initial Public Offering and Distribution Agreement (Stratos Lightwave Inc)

Authority. Each of the parties Parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 7 contracts

Samples: Tax Matters Agreement (Theravance Inc), Tax Matters Agreement (Theravance Biopharma, Inc.), Tax Sharing Agreement (United Online Inc)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 7 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (nVent Electric PLC), Tax Matters Agreement (PENTAIR PLC)

Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 7 contracts

Samples: Indemnification and Insurance Matters Agreement (Ambassadors Group Inc), Employee Matters Agreement (Ambassadors Group Inc), Transitional Services Agreement (Ambassadors Group Inc)

Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Cadence Design Systems Inc), Asset Purchase Agreement (Tality Corp)

Authority. Each of the parties Parties hereto represents to each of the other Parties that (a) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 6 contracts

Samples: Tax Matters Agreement (Vishay Precision Group, Inc.), Tax Matters Agreement (Safari Holding Corp), Tax Matters Agreement (Safari Holding Corp)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 6 contracts

Samples: Master Separation and Distribution Agreement (Brillian Corp), Master Separation and Distribution Agreement (Brillian Corp), Tax Sharing Agreement (Brillian Corp)

Authority. Each of the parties hereto Parties represents to the other Party that (a) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws Laws affecting creditors' rights generally and general equity principles.

Appears in 5 contracts

Samples: Tax Allocation Agreement (MasterBrand, Inc.), Tax Allocation Agreement (Columbia Pipeline Group, Inc.), Tax Allocation Agreement (Columbia Pipeline Group, Inc.)

Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, Agreement and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 5 contracts

Samples: Registration Rights Agreement (Baudax Bio, Inc.), Registration Rights Agreement (Workhorse Group Inc.), Registration Rights Agreement (Globalstar, Inc.)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite partnership power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionspartnership action and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 5 contracts

Samples: Registration Rights Agreement (Brookfield Business Partners L.P.), Registration Rights Agreement (Brookfield Business Partners L.P.), Registration Rights Agreement (Brookfield Property Partners L.P.)

Authority. Each of the parties hereto represents to the other that others that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been been, duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 5 contracts

Samples: Judgment Sharing Agreement (Batesville Holdings, Inc.), Judgment Sharing Agreement (Hill-Rom Holdings, Inc.), Judgment Sharing Agreement (Hillenbrand, Inc.)

Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite partnership power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionspartnership action and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 5 contracts

Samples: Registration Rights Agreement (TerraForm Power, Inc.), Registration Rights Agreement (TerraForm Power, Inc.), Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 4 contracts

Samples: Registration Rights Agreement (Brookfield Infrastructure Partners L.P.), Registration Rights Agreement (Brookfield Infrastructure Corp), Registration Rights Agreement (CapitalSource Healthcare REIT)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 4 contracts

Samples: Tax Sharing Agreement (Luminent Inc), Tax Sharing Agreement (Palm Inc), Tax Sharing Agreement (3com Corp)

Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 4 contracts

Samples: General Assignment and Assumption Agreement (Maxtor Corp), Indemnification Agreement (Maxtor Corp), Indemnification Agreement (Maxtor Corp)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite organizational power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsorganizational action and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 4 contracts

Samples: Registration Rights Agreement (PG&E Corp), Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co), Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable enforce-able against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 3 contracts

Samples: Registration Rights Agreement (Dean Foods Co), Registration Rights Agreement (WHITEWAVE FOODS Co), Form of Registration Rights Agreement (WHITEWAVE FOODS Co)

Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 3 contracts

Samples: Registration Rights Agreement (Fidelity National Information Services, Inc.), Registration Rights Agreement (Fidelity National Title Group, Inc.), Registration Rights Agreement (Fidelity National Title Group, Inc.)

Authority. Each of the parties hereto represents to the other parties that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Celerity Group Inc), Tax Sharing Agreement (Celerity Group Inc), Tax Sharing Agreement (Celerity Group Inc)

Authority. Each of the parties hereto Parties represents to the other Parties that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 3 contracts

Samples: Stockholders’ Agreement (Qualtrics International Inc.), Stockholders’ Agreement (Silver Lake Group, L.L.C.), Stockholders’ Agreement (Qualtrics International Inc.)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Transition Services Agreement (Pfsweb Inc), Transition Services Agreement (Pfsweb Inc)

Authority. Each of the parties Parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Trend Micro Incorporated, Trend Micro Incorporated

Authority. Each of the parties hereto represents to the --------- other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery delivery, and performance of this Agreement by it have hits been duly authorized by all necessary corporate or other actionsaction, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms term subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Tax Sharing and Indemnification Agreement (Global Payments Inc), Global Payments Inc

Authority. Each of the parties hereto represents to the --------- other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Seracare Life Sciences Inc), Master Separation and Distribution Agreement (Seracare Life Sciences Inc)

Authority. Each of the parties Parties hereto represents to the other that Party that: (ai) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, ; (bii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, action; (ciii) it has duly and validly executed and delivered this Agreement, ; and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Mastech Holdings, Inc.), Tax Sharing Agreement (Igate Corp)

Authority. Each of the parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Clearwater Paper Corp), Tax Sharing Agreement (Potlatch Forest Products CORP)

Authority. Each of the parties party hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Tax Matters Agreement (Aquila Energy Corp), Tax Matters Agreement (Aquila Inc)

Authority. Each of the parties Parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Sharing Agreement (FTD Companies, Inc.), Sharing Agreement (FTD Companies, Inc.)

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Authority. Each of the parties hereto represents Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Strategic Investment Agreement (Lucy Scientific Discovery, Inc.), Strategic Investment Agreement (Lucy Scientific Discovery, Inc.)

Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Master Transaction Agreement (AMTD Digital Inc.), Master Transaction Agreement (AMTD International Inc.)

Authority. Each of the parties party hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Registration Rights Agreement (Aquila Energy Corp), Registration Rights Agreement (Aquila Inc)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' , rights generally and general equity principles.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Efunds Corp), Purchase Agreement (Efunds Corp)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, action; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Real Estate Matters Agreement (Bausch & Lomb Corp), Real Estate Matters Agreement (Bausch Health Companies Inc.)

Authority. Each of the parties hereto represents to the other --------- that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Supply and Services Agreement (Seracare Life Sciences Inc), Supply and Services Agreement (Seracare Life Sciences Inc)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable enforce- able against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 2 contracts

Samples: Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Freescale Semiconductor Inc)

Authority. Each of the parties hereto hereby represents and warrants to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Tax Sharing Agreement (Classmates Media CORP)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance by it of this Agreement by it have has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Registration Rights Agreement (Merck Medco Managed Care LLC)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.. Section 3.11

Appears in 1 contract

Samples: Assignment and Assumption Agreement

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' creditor's rights generally and general equity principles.

Appears in 1 contract

Samples: Transition Services Agreement (Telecorp Tritel Holding Co)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.. 13.11

Appears in 1 contract

Samples: Master Transitional Services Agreement

Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Non Competition Agreement

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Transition Services Agreement (Technology Solutions Company)

Authority. Each of the parties hereto Parties represents and warrants to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Intellectual Property License Agreement

Authority. Each of the parties hereto Party to this Agreement represents to the other that that: (a) it has the corporate or other requisite power necessary powers and authority powers to executeimplement, deliver implement and perform implement this Agreement, (b) the executionperformance, delivery and performance enforcement of this Agreement by it have been shall be duly authorized by all any necessary corporate or other actionsaction, (c) it has is duly and validly executed duly implemented and delivered has provided this Agreement, and (d) this Agreement An agreement is a legallegal contract, a valid and binding obligation, obligation enforceable against it and its affiliates in accordance with the terms of its terms agreement, subject to the applicable bankruptcyrules on insolvency, insolvency, reorganization, moratorium or other similar laws affecting which generally affect creditors' rights generally and general equity principles.. 5.13

Appears in 1 contract

Samples: Intellectual Property Transfer Agreement

Authority. Each of the parties hereto represents to the other that that: (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Genworth Financial Inc)

Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Cidco Inc)

Authority. Each of the parties hereto represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms the terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Indemnification Agreement (Hypercom Corp)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance accor dance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Real Estate Matters Agreement (Coach Inc)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its - 36 - ICN Tax Sharing Agreement terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Tax Sharing Agreement (Ribapharm Inc)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general equity principles.

Appears in 1 contract

Samples: Master Transaction Agreement (McData Corp)

Authority. . Each of the parties hereto Parties represents to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.. [Signature Page Follows]

Appears in 1 contract

Samples: Insurance Matters Agreement (Qualtrics International Inc.)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Appears in 1 contract

Samples: Novation and Assumption Agreement (America Service Group Inc /De)

Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' creditors rights generally and general equity principles.

Appears in 1 contract

Samples: Human Plasma Supply Agreement (Seracare Life Sciences Inc)

Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.. [Signature Page Follows]

Appears in 1 contract

Samples: Employee Matters Agreement (SharkNinja, Inc.)

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