Common use of Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures Clause in Contracts

Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures. (a) This Agreement may be executed in one or more counterparts (including by facsimile, PDF or other electronic transmission), all of which will be considered one and the same agreement. (b) This Agreement, together with the Separation and Distribution Agreement and the other Ancillary Agreements, contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter. (c) Each Party represents and warrants to the other Party as follows: (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Appears in 2 contracts

Samples: Tax Matters Agreement (Cognyte Software Ltd.), Tax Matters Agreement (Cognyte Software Ltd.)

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Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures. (a) This Agreement may be executed in one or more counterparts (including by facsimile, PDF or other electronic transmission), all of which will be considered one and the same agreement. (b) This Agreement, together with the Separation and Distribution Agreement and the other Ancillary Agreements, Agreements contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter. (c) Each Party represents and warrants to the other Party as follows: (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.)

Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures. (a) This Agreement may be executed in one or more counterparts (including by facsimile, PDF or other electronic transmission), all of which will shall be considered one and the same agreement. (b) This Agreement, together with the Separation and Distribution Agreement and the other Ancillary Agreements, Agreements contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter. (c) Each Party represents and warrants to the other Party as follows: (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Silver Bull Resources, Inc.), Separation and Distribution Agreement (Arras Minerals Corp.)

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Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures. (a) This Agreement may be executed in one or more counterparts (including by facsimile, PDF or other electronic transmission), all of which will be considered one and the same agreement. (b) This Agreement, together with the Separation and Distribution Agreement Investment Agreement, to the extent related to the Distribution, and the other Ancillary Agreements, Agreements contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter. (c) Each Party represents and warrants to the other Party as follows: (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Sunpower Corp)

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