Common use of Mutual Representations, Covenants and Warranties Clause in Contracts

Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that: (a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;; and (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties warrants that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and therebyhereby. This Agreement Amendment constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) Any individual executing this Agreement Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement Amendment on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that: that (a) Such such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This thereby and this Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; ; (b) The the execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and and (c) Any any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. 4.1 Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) 4.1.1 Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) 4.1.2 The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any of such Party’s Governing Documents, or any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) 4.1.3 Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Party hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; (c) The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein; and (cd) Any individual executing The Parties agree that in all dealings with each other, related to this Agreement on behalf of an entity has authority to act on behalf of such entity that they shall act, at all times, in good faith and has been duly and properly authorized to sign this Agreement on behalf of such entitywith due diligence.

Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties warrants that: (a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. 7.1 Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) 7.1.1 Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid valid, and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ rights generally and general equitable principles; (b) 7.1.2 The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any of such Party’s Governing Documents (as applicable), or any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) 7.1.3 Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and; (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity; and (d) No changes, amendments or modifications to the terms and conditions of the Rockwell Assigned Notes shall be effected by the terms and conditions of this Agreement.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) 6.1. Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) 6.2. The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) 6.3. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties heretoParties to this Agreement, represents, covenants covenants, and warranties warrants that: (a) Such party Each Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement constitutes the legal, valid valid, and binding obligation of such party each Party enforceable against such party each other Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ rights generally and general equitable principles;. (b) The execution and delivery by such party each Party and the consummation of the transactions contemplated hereby and thereby by this Agreement do not and shall not, by the lapse of time, the giving of notice notice, or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, or any writ, injunction, order, judgment judgment, or decree of any governmental authority authority, or any contract agreement, contract, or understanding to which such party is the Party or its assets are bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such the entity and has been duly and properly authorized to sign this Agreement on behalf of such the entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties heretoParties to this Agreement, represents, covenants covenants, and warranties warrants that: (a) Such party 4.1. Each Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement constitutes the legal, valid valid, and binding obligation of such party each Party enforceable against such party each other Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ rights generally and general equitable principles;. (b) 4.2. The execution and delivery by such party each Party and the consummation of the transactions contemplated hereby and thereby by this Agreement do not and shall not, by the lapse of time, the giving of notice notice, or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, or any writ, injunction, order, judgment judgment, or decree of any governmental authority authority, or any contract agreement, contract, or understanding to which such party is the Party or its assets are bound or affected; and (c) 4.3. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such the entity and has been duly and properly authorized to sign this Agreement on behalf of such the entity.

Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that: (a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and thereby. This Agreement Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and (c) Any individual executing this Agreement Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement Amendment on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties heretoParties to this Agreement, represents, covenants covenants, and warranties warrants that: (a) Such party 13.1. Each Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement constitutes the legal, valid valid, and binding obligation of such party each Party enforceable against such party each other Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ rights generally and general equitable principles; (b) 13.2. The execution and delivery by such party each Party and the consummation of the transactions contemplated hereby and thereby by this Agreement do not and shall not, by the lapse of time, the giving of notice notice, or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, or any writ, injunction, order, judgment judgment, or decree of any governmental authority authority, or any contract agreement, contract, or understanding to which such the party is or its assets are bound or affected; and (c) 13.3. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such the entity and has been duly and properly authorized to sign this Agreement on behalf of such the entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties heretoParties to this Agreement, represents, covenants covenants, and warranties warrants that: (a) Such party 4.1 Each Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement constitutes the legal, valid valid, and binding obligation of such party each Party enforceable against such party each other Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ rights generally and general equitable principles;. (b) 4.2 The execution and delivery by such party each Party and the consummation of the transactions contemplated hereby and thereby by this Agreement do not and shall not, by the lapse of time, the giving of notice notice, or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, or any writ, injunction, order, judgment judgment, or decree of any governmental authority authority, or any contract agreement, contract, or understanding to which such party is the Party or its assets are bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and the Amended and Restated Warrant Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement and the Amended and Restated Warrant Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement and the Amended and Restated Warrant Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement and the Amended and Restated Warrant Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) a. Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) b. The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) c. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and thereby. This Agreement Amendment constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement Amendment on behalf of such entity.

Mutual Representations, Covenants and Warranties. Each of the partiesParties, for themselves and for the benefit of each of the other parties Parties hereto, represents, covenants and warranties that: (a) Such party Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party Party enforceable against such party Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; (b) The execution and delivery by such party Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party Party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.