Common use of REPRESENTATIONS AND WARRANTIES OF ACQUISITION Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Company as follows: (a) Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Acquisition has all corporate power and authority necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize Acquisition to enter into this Agreement and carry out the transactions contemplated by it have been taken. This Agreement has been duly executed by Acquisition and is a valid and binding agreement of Acquisition, enforceable against Acquisition in accordance with its terms. (c) Neither the execution or delivery of this Agreement or of any document to be delivered in accordance with this Agreement nor the consummation of the transactions contemplated by this Agreement or by any document to be delivered in accordance with this