Common use of Authorization and Other Contracts Clause in Contracts

Authorization and Other Contracts. Each party represents, warrants and covenants to the other that: (a) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party and will not constitute a violation of any judgment, order or decree; (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) There is no proceeding pending or, to the knowledge of the party, threatened that challenges or may have a material adverse effect on this Agreement or the transactions contemplated by this Agreement.

Authorization and Other Contracts. Each party represents, Party represents and warrants and covenants to the other thatthat as of the Effective Date: (a) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party Party and will not constitute a violation of any judgment, order or decree; (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) There Except as has been previously disclosed to RFS in writing prior to the Effective Date, there is no proceeding pending or, to the knowledge of the partyParty, threatened in writing that challenges or may have a material adverse effect on this Agreement or the transactions contemplated by this Agreement.

Authorization and Other Contracts. Each party represents, Party represents and warrants and covenants to the other that: (a) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party Party and will not constitute a violation of any judgment, order or decree; (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; andand -71- Empire/IBM CONFIDENTIAL (d) There is no proceeding pending or, to the knowledge of the partyParty, threatened that which challenges or may have a material adverse effect affect on this Agreement or the transactions contemplated by this Agreement.

Authorization and Other Contracts. Each party represents, represents and warrants and covenants to the other that: (a) It it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) The the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party and will not constitute a violation of any judgment, order order, or decreedecree binding on such party or its assets; (c) The the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) There there is no proceeding pending to which it is a party, or, to the knowledge of the party, threatened that is threatened, that challenges or may have a material adverse effect affect on this Agreement or the transactions contemplated by this Agreement.

Authorization and Other Contracts. Each party represents, warrants warrants, and covenants to the other that: (a) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party and will not constitute a violation of any judgment, order or decree; (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) There is no proceeding pending or, to the knowledge of the party, threatened that challenges or may have a material adverse effect on this Agreement or the transactions contemplated by this Agreement.