Common use of Representations and Warranties of Counterparty Clause in Contracts

Representations and Warranties of Counterparty. Counterparty represents and warrants to Dealer on the date hereof that: (a) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a party, to deliver this Termination Agreement and to perform its obligations under this Termination Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) the execution, delivery and performance by it does not violate or conflict with any law applicable to it (including, without limitation, Regulation M), any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by it with respect to this Termination Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) its obligations under this Termination Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

Representations and Warranties of Counterparty. Each of Counterparty and Dealer represents and warrants to Dealer the other party on the date hereof that: : (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (b) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a partyAgreement, to deliver this Termination Agreement and each such other document relating thereto (if any) and to perform its obligations under this Termination Agreement hereunder and thereunder (as applicable) and has taken all necessary action to authorize such execution, delivery and performance; ; (bc) the such execution, delivery and performance by it does do not violate or conflict with any law applicable to it (including, without limitation, Regulation M)it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; ; (cd) all governmental and other consents that are required to have been obtained by it with respect to this Termination Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; ; (de) its obligations under this Termination Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));; and (f) on the date hereof, it remains a party to the Call Option Transactions to the full extent as on the date of execution thereof and it has not assigned, purported to assign or made any attempt to assign, any interest in the Call Option Transactions to any third party.

Representations and Warranties of Counterparty. Counterparty represents and warrants to Dealer on the date hereof that: : (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (b) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a partyAgreement, to deliver this Termination Agreement and each such other document relating thereto (if any) and to perform its obligations under this Termination Agreement hereunder and thereunder (as applicable) and has taken all necessary action to authorize such execution, delivery and performance; ; (bc) the such execution, delivery and performance by it does do not violate or conflict with any law applicable to it (including, without limitation, Regulation M)it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; ; (cd) all governmental and other consents that are required to have been obtained by it with respect to this Termination Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; ; (de) its obligations under this Termination Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

Representations and Warranties of Counterparty. Counterparty represents and warrants to Dealer on the date hereof that: (a) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a party, to deliver this Termination Agreement and to perform its obligations under this Termination Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) the execution, delivery and performance by it does not violate or conflict with any law applicable to it (including, without limitation, Regulation M), any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by it with respect to this Termination Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) its obligations under this Termination Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));; (e) it is not in possession of any material nonpublic information regarding itself or the Shares; (f) it is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code)) and it is able to consummate the Notes