Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to each Shareholder as follows: (a) this Agreement has been duly and validly authorized by each of Parent’s and Acquisition Sub’s respective board of directors, (b) this Agreement has been duly executed and delivered by a duly authorized officer or other representative of each of Parent and Acquisition Sub, (c) assuming this Agreement constitutes a valid and binding agreement of each Shareholder and Parent or Acquisition Sub, as applicable, this Agreement constitutes a valid and binding agreement of Acquisition Sub or Parent, as applicable, enforceable against Acquisition Sub or Parent, as applicable, in accordance with its terms and (d) the execution and delivery of this Agreement by Parent and Acquisition Sub does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Law or agreement or organizational documents binding upon Parent or Acquisition Sub, nor require any authorization, consent or approval of, or filing with, any Governmental Authority.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to each the Shareholder as follows: (a) this Agreement has been duly and validly authorized by each of Parent’s and Acquisition Sub’s respective board of directors, (b) this Agreement has been duly executed and delivered by a duly authorized officer or other representative of each of Parent and Acquisition Sub, (c) assuming this Agreement constitutes a valid and binding agreement of each the Shareholder and Parent or Acquisition Sub, as applicable, this Agreement constitutes a valid and binding agreement of Acquisition Sub or Parent, as applicable, enforceable against Acquisition Sub or Parent, as applicable, in accordance with its terms and (d) the execution and delivery of this Agreement by Parent and Acquisition Sub does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Law or agreement or organizational documents binding upon Parent or Acquisition Sub, nor require any authorization, consent or approval of, or filing with, any Governmental Authority.