Common use of Representations and Warranties of Computervision Clause in Contracts

Representations and Warranties of Computervision. Computervision represents and warrants to Parametric that (i) Computervision is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) the execution and delivery of this Agreement by Computervision and consummation by Computervision of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Computervision and no other corporate proceedings on the part of Computervision are necessary to authorize this Agreement or any of the transactions contemplated hereby; (iii) this Agreement has been duly executed and delivered by Computervision and constitutes a legal, valid and binding obligation of Computervision and, assuming this Agreement constitutes a legal, valid and binding obligation of Parametric, is enforceable against Computervision in accordance with its terms; (iv) except for any filings as may be required under the HSR Act, Computervision has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Computervision Shares for Parametric to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Computervision Shares or other securities which may be issuable pursuant to Section 9 upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive right; (v) upon delivery of the Option Shares and any other securities to Parametric upon exercise of the Option or upon becoming deemed the holder of record of the Option Shares and any other securities delivered to Parametric upon exercise of the Option, Parametric will acquire such Option Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Parametric; (vi) the execution and delivery of this Agreement by Computervision does not, and the performance of this Agreement by Computervision will not, (A) violate the Certificate of Incorporation or By-Laws of Computervision, (B) conflict with or violate any law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator, governmental or regulatory body applicable to Computervision or any of its Subsidiaries or by which they or any of their property is bound or (C) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Computervision or any of its Subsidiaries pursuant to, any contract or agreement to which Computervision or any of its Subsidiaries is a party or by which Computervision or any of its Subsidiaries or any of their property is bound, except, in the case of clauses (B) and (C) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Computervision Material Adverse Effect; (vii) the execution and delivery of this Agreement by Computervision does not, and the performance of this Agreement by Computervision will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act, if applicable; and (viii) none of Computervision, any of its affiliates or anyone acting on its or their behalf, has issued, sold or offered any security of Computervision to any person under circumstances that would cause the issuance and sale of the Option Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act, as in effect on the date hereof, and, assuming the representations and warranties of Parametric contained in clause (iv) of Section are true and correct, the issuance, sale and delivery of the Option Shares hereunder would be exempt from the registration and prospectus delivery requirements of the Securities Act, as in effect on the date hereof (and Computervision shall not take any action which would cause the issuance, sale and delivery of the Option Shares hereunder not to be exempt from such requirements).