Buyer Parent Representations and Warranties. (i) Buyer Parent hereby represents and warrants that: (A) Buyer Parent is a corporation duly organized and validly existing under the laws of the State of Delaware, and Buyer Parent has the requisite organizational power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets; (B) Buyer Parent has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and any ancillary agreement to which it is, or will be, a party; (C) the execution, delivery and performance by Buyer Parent of this Agreement and any ancillary agreement to which it is, or will be, a party, have been duly and validly authorized by all necessary action, and do not contravene any provision of the organizational documents of Buyer Parent or any Applicable Law, order, judgment or material Contract binding on Buyer Parent or its material assets and no other proceedings after the date hereof on the part of Buyer Parent are necessary to authorize the execution, delivery and performance by Buyer Parent of this Agreement and any ancillary agreement to which it is, or will be, a party, and would not result in the creation or imposition of any Lien on any asset of Buyer Parent (other than Permitted Liens); (D) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement and any ancillary agreement to which Buyer Parent is, or will be, a party, by Buyer Parent have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance by Buyer Parent of this Agreement or any such ancillary agreement; and (E) each of this Agreement and any ancillary agreement to which Buyer Parent is, or will be, a party, has been duly executed and delivered by Buyer Parent and constitutes a legal, valid and binding obligation of Buyer Parent enforceable against Buyer Parent in accordance with its terms, except (1) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (2) that the availability of equitable remedies, including specific performance, is subject to the...
Buyer Parent Representations and Warranties. As an inducement to Seller to enter into this Agreement and consummate the transactions contemplated hereby, Buyer Parent represents and warrants to Seller as follows:
Buyer Parent Representations and Warranties. Buyer Parent hereby represents and warrants to Seller, as of the date hereof and as of the Closing Date:
Buyer Parent Representations and Warranties
