Common use of Representations and Warranties of Each Party Clause in Contracts

Representations and Warranties of Each Party. Each party hereto represents and warrants: (i) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.

Representations and Warranties of Each Party. Each party hereto Party hereby represents and warrants: warrants that (ia) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite the corporate power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby Agreement and to perform its obligations hereunder; , (iiib) that this Agreement has been duly and validly executed and delivered and, assuming due and represents a legal and valid authorizationobligation, execution binding upon and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws law affecting the enforcement of creditors’ creditor’s rights in general and subject to generally, or (ii) general principles of equity (regardless of equity, whether such enforceability is considered in a proceeding in equity or at law); , (c) the execution, delivery and (iv) that neither the execution and delivery performance of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents it does not conflict with any agreement, instrument or conflict withunderstanding, result in a breach oforal or written, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party it is a party or by which such party it is bound, (d) the execution of this Agreement by each Party, and its performance by such Party in accordance with its terms, does not and would not violate any law or regulation of any court, governmental body or administrative or other than those that agency within the jurisdiction to which such Party is currently subject as of the date hereof, and (e) all necessary consent, approvals and authorizations of any governmental authorities and third parties required to be obtained by it in connection with this Agreement have been previously obtained. These are in addition to the various warranties set forth on Exhibit A hereto.

Representations and Warranties of Each Party. (a) Each party hereto represents and warrants: (i) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.

Representations and Warranties of Each Party. Each party hereto represents and warrants, for itself only, as follows: (ia) that it is duly formed, validly existing such party has full legal right and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority capacity to enter into execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby; (iiib) that this Agreement has been duly and validly executed and delivered andby such party and the execution, assuming due delivery and valid authorization, execution performance of this Agreement by such party and delivery hereof the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such party and no other parties, actions or proceedings on the part of such party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement constitutes the valid and legally binding obligation agreement of such party and is party, enforceable against such each party in accordance with its termsterms (subject as to enforcement, except as may be limited by to bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws relating to or other similar laws affecting the enforcement of creditors’ ' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples); and (ivd) that neither the execution and delivery of this Agreement nor by each party does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or agreements binding upon such party or the Securities owned by such party will violate its organizational documents party, nor require any authorization, consent or conflict approval of, or filing with, result in a breach ofany Governmental Entity, constitute a default under, result in except for filings with the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or SEC by which such party is bound, other than those that have been previously obtainedparty.

Representations and Warranties of Each Party. Each party hereto represents and warrants: (ia) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (iib) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iiic) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivd) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.