AgroFresh Representations Sample Clauses

AgroFresh Representations. AgroFresh represents and warrants to Consultant and RipeLocker as follows: (a) The execution, delivery and performance of this Agreement by AgroFresh has been duly and validly authorized by all requisite corporate action on the part of AgroFresh. This Agreement has been duly and validly executed and delivered by AgroFresh and, assuming the due execution and delivery hereof by the other parties hereto, constitutes a valid and binding obligation of AgroFresh, enforceable against AgroFresh in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution and delivery by AgroFresh of this Agreement nor the consummation by AgroFresh of the transactions contemplated hereby will (i) conflict with or violate any provision of the organizational documents of AgroFresh, (ii) require on the part of AgroFresh any notice to or filing with, or any permit, authorization, consent or approval of, any governmental authority or any other third party, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which AgroFresh is a party or by which AgroFresh is bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to AgroFresh.