Representation and Warranties of the Parties a. Recipient hereby represents and warrants to CalSTA that:
i. Recipient is in good standing under applicable law, with all requisite power and authority to carry on the activities for which it has been organized and proposed to be conducted pursuant to this Agreement.
ii. Recipient has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such entity, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreement has been duly and validly executed and delivered by such entity and constitutes valid and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will
(i) conflict with or result in a breach of any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.
b. XxxXXX does hereby represent and warrant with respect to this Agreement to the Recipient that:
i. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement.
ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated ...
Representation and Warranties of the Parties. Each Party represents that it has the power and authority and is competent to enter into and perform its obligations under this Waiver cum Amendment Agreement and this Waiver cum Amendment Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms of the Waiver cum Amendment Agreement.
Representation and Warranties of the Parties. Each Party represents and warrants to the other Party as follows:
Representation and Warranties of the Parties. Each Party represents to -------------------------------------------- the other Party that as of the date of this Agreement:
5.1 The Party (A) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and (B) has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement;
5.2 This Agreement constitutes the valid and legally binding obligation of the Party and is enforceable against the Party in accordance with its terms;
5.3 Except as limited in Section 6, the execution and delivery of this --------- Agreement and the performance of its obligations under this Agreement by the Party will not cause the Party to violate or contravene (A) the Party's articles of incorporation or bylaws, (B) any instrument, agreement or understanding by which the Party or any of its Affiliates is bound or affected, or (C) any Legal Requirement by which the Party or its properties or assets is bound or affected; and
5.4 The Party is not required to obtain a consent, approval or license from any Person to execute, deliver and perform this Agreement (except for Regulatory Approvals contemplated under this Agreement), and except for the consent approvals or licenses that have been duly obtained by the Party.
Representation and Warranties of the Parties. 5.1. Each Party represents that it has the power and authority and is competent to enter into and perform its obligations under this Waiver cum Amendment Agreement and this Waiver cum Amendment Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms of the Waiver cum Amendment Agreement. Each Party further represents that it is not restrained, prevented or inhibited by any contract or arrangement to which it is a party, from entering into this Waiver cum Amendment Agreement or such other documents incidental hereto and undertaking the obligations herein mentioned.
Representation and Warranties of the Parties. Each Party hereto represents and warrants to the other that:
a) it is duly organized and validly existing under the laws of the jurisdiction of its establishment or incorporation;
b) it has full legal power and authority to carry on its business and to enter into this Agreement.
c) this Agreement shall, when executed, constitute legal, valid and binding obligations of such Party, enforceable against it in accordance with its terms;
d) neither the execution of, nor the performance of its obligations under, this agreement , will conflict with, or result in a breach of terms and conditions, or constitute a default under, or result in any violation of any law, rule, regulation, authorization or approval of any Governmental Authority in the jurisdiction of its incorporation, or of any agreement to which it is a party or is subject; and
e) Each Party agrees and acknowledges that the other Party is entering into this Agreement on the basis of the representations and warranties set out in this Agreement of the other Party and is relying on the accuracy and completeness of such representations and warranties.
f) Each of the Parties agrees to perform its work as provided under this Agreement and comply with all applicable laws, rules, regulations and Government orders.
Representation and Warranties of the Parties. The representing party has the full power and unrestricted authority to enter into this Agreement. Entering this Agreement and performing the obligations hereunder does not conflict with and is not prohibited under the terms of any other agreement, document, law, rule, regulation or court order to which the representing party is subject. Each of the parties has the full power and unrestricted authority to grant the licenses that are granted herein. The granting of such licenses does not interfere with the rights of any third party. Each party has the full rights in and to all of its Proprietary Rights and such Proprietary Rights do not infringe upon the rights of any other party.
Representation and Warranties of the Parties. The provisions of Clause 3 (Representations and Warranties) of the Put Option Agreement shall apply mutatis mutandis to this Termination Agreement, as if set out in this Termination Agreement in full except that any reference to: (a) “this Agreement” shall be construed as a reference to the “Termination Agreement”, and (b) “Execution Date” shall be construed as a reference to Execution Date (as defined herein).
Representation and Warranties of the Parties. Each Party hereby represents, warrants and covenants to the other Party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in any breach of any terms, conditions or provisions of or constitute a default under any agreement, commitment or other arrangement by which such Party or such Party’s properties is bound or any decree, judgment, order, statute, rule or regulation applicable to such Party.
Representation and Warranties of the Parties. 6.1 In connection with the Initial Conversion and the Final Conversion:
(A) TFI represents and warrants that (a) it is a foreign private issuer within the meaning of Rule 405 under the U.S. Securities Act of 1933, as amended (the Securities Act); (b) there is no substantial U.S. market interest in respect of any class of its equity securities within the meaning of Regulation S under the Securities Act (Regulation S); and (c) it is not an “investment company” under, and as such term is defined in, the U.S. Investment Company Act of 1940, as amended, and the rules and regulations thereunder; and
(B) Each Party represents, warrants and agrees that (a) it has not paid or given and will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the Initial Conversion or the Final Conversion (each a “Transaction” and, together, the “Transactions”); (b) none of that Party, any of that Party’s Affiliates, or any person acting on its or their behalf has engaged or will engage in directed selling efforts within the meaning of Regulation S with respect to either Transaction; (c) each of the Transactions is intended to constitute an offshore transaction within the meaning of Regulation S, and accordingly (i) such Party neither has made nor will make any offer of securities as part of either Transaction to a person in the United States; and (ii) at the time the order to exchange securities in either Transaction is given, the Party giving such order is located outside the United States; (d) it has not offered and sold and will not offer or sell any securities to be received by it in either Transaction except: (i) pursuant to an effective registration statement under the Securities Act; (ii) pursuant to an available exemption from the registration requirements of the Securities Act; or (iii) outside the United States, in a transaction not subject to the registration requirements of the Securities Act by virtue of Regulation S.
6.2 Each Party as to itself further represents and warrants to the other Parties that:
(A) Other than in the case of EBRD, to the extent it is a legal entity, it is a company duly incorporated and validly existing under its place of incorporation;
(B) that in the case of EBRD only, it is an international entity formed by international treaty;
(C) that Party has the necessary power and authority to enter into and perform this Agreement; and
(D) the execution, delivery and performance by that Party of its obligations...