Common use of Representations and Warranties of All Parties Clause in Contracts

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between the Icahn Group and the Company or affiliates thereof concerning requests or demands by the Icahn Group pursuant to Section 220 of the Delaware General Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 through the date hereof, other than as publicly disclosed, no material amendments or modifications have been made to the Company’s bylaws or the compensatory arrangements between the Company and any of its officers or directors.

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between the Icahn Group and the Company or affiliates thereof concerning requests or demands by the Icahn Group pursuant to Section 220 624 of the Delaware General New York Business Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 2021 through the date hereofof this Agreement, other than as publicly disclosed, no material amendments or modifications have been made to the Company’s bylaws or the compensatory arrangements between the Company and any of its officers or directorsAmended & Restated Bylaws.

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; party; and (d) there is currently no pending or outstanding litigation between the Icahn Dxxxxx Group and the Company or affiliates Affiliates thereof concerning requests or demands by the Icahn Dxxxxx Group pursuant to Section 220 624 of the Delaware General New York Business Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 2021 through the date hereofof this Agreement, other than as publicly disclosed, no material amendments or modifications have been made to the Company’s bylaws or the compensatory arrangements between the Company and any of its officers or directorsAmended & Restated Bylaws.

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between the Icahn Xxxxxx Group and the Company or affiliates Affiliates thereof concerning requests or demands by the Icahn Xxxxxx Group pursuant to Section 220 624 of the Delaware General New York Business Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 2021 through the date hereofof this Agreement, other than as publicly disclosed, no material amendments or modifications have been made to the Company’s bylaws or the compensatory arrangements between the Company and any of its officers or directorsAmended & Restated Bylaws.

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between the Icahn Group and the Company or affiliates thereof concerning requests or demands by the Icahn Group pursuant to Section 220 of the Delaware General Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 through the date hereofof this Agreement, other than as publicly disclosed, (i) no material amendments or modifications have been made to the Company’s bylaws and (ii) no material amendments or modifications have been made to the compensatory arrangements between the Company and any of its officers or directors.

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between the Icahn Group and the Company or affiliates thereof concerning requests or demands by the Icahn Group pursuant to Section 220 of the Delaware General Corporation Law or otherwise. The Company represents and warrants that, since January 1, 2013 2014 through the date hereofof this Agreement, other than as publicly disclosed, no material amendments or modifications have been made to the Company’s bylaws or the compensatory arrangements between the Company and any of its officers or directorsAmended & Restated Bylaws.