Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and the Purchaser, and constitute the valid and binding obligations of each of Parent and the Purchaser, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Merger Agreement, any Other Stockholder Agreement or the Xxxx Agreement by each of Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, any Other Stockholder Agreement and the Xxxx Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and the Purchaser, and constitute the valid and binding obligations of each of Parent and the Purchaser, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Merger Agreement, any Other Stockholder Agreement or the Xxxx Agreement by each of Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, any Other Stockholder Agreement and the Xxxx Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, and each of Parent and the Purchaser has all requisite necessary corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreementhereby. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have has been duly authorizedand validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or the Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by each of Parent and the Purchaser, and constitute the assuming execution and delivery by Stockholder, constitutes a legal, valid and binding obligations of each obligation of Parent and the Purchaser, enforceable against each of them Parent and the Purchaser in accordance with their its terms, except (i) as limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting enforcement of creditors' ’ rights generally and general equitable principles (ii) the availability of the remedy of specific performance whether considered in a proceeding in equity or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtat law). (c) Neither the The execution and delivery of this Agreement, the Merger Agreement, any Other Stockholder Agreement or the Xxxx Agreement by each of Parent and Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby and the performance by Parent and the Purchaser of their respective obligations hereunder will not (i) conflict with or thereby will violate any provision of the certificate of incorporation or by-laws of Parent or the Purchaser, (ii) conflict with or violate, or require any consent, approval, or notice under, any Law applicable to Parent or the Purchaser or any of their respective properties or assets, or (iii) require any consent or approval under, violate, conflict with, result in a violation ofany breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or the Purchaser is a party or by which either Parent or the Purchaser or their respective properties or assets are bound. The consummation by bound except with respect to clauses (ii) and (iii) for any conflict, breach, default or violation described which would not adversely affect in any material respect the ability of Parent and or the Purchaser of to perform its obligations hereunder or consummate the transactions contemplated by this Agreement, the Merger Agreement, any Other Stockholder Agreement and the Xxxx Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this AgreementAgreement , each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and the Purchaser, and constitute the valid and binding obligations of each of Parent and the Purchaser, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Merger Agreement, Agreement or any Other Stockholder Agreement or the Xxxx Agreement by each of Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, Agreement and any Other Stockholder Agreement and the Xxxx Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Katz Agreement and the Merger Agreement and to consummate the transactions trxxxxctions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Katz Agreement and the Merger Agreement. (b) This AgreementAgrexxxxt, each Other Stockholder Agreement, the Xxxx Katz Agreement and the Merger Agreement have been duly authorizedauthorizex, executed xxecuted and delivered by each of Parent and the Purchaser, and constitute the valid and binding obligations of each of Parent and the Purchaser, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Merger Agreement, any Other Stockholder Agreement or the Xxxx Katz Agreement by each of Parent and Purchaser nor the consummation consummatxxx by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, any Other Stockholder Agreement and the Xxxx Katz Agreement will not (i) violate any provision of any judgmentjudgmenx, order xrder or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Katz Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and the Purchaser, and constitute the valid and binding obligations of each of Parent and the Purchaser, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Merger Agreement, Agreement or any Other Stockholder Agreement or the Xxxx Agreement by each of Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, Agreement and any Other Stockholder Agreement and the Xxxx Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Each of Parent and the Purchaser hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each Parent is a limited liability company duly organized, validly existing and in good standing under the laws of Parent the State of Delaware, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement. (b) This Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and the PurchaserPurchaser and constitutes the legal, and constitute the valid and binding obligations obligation of each of Parent and the Purchaser, enforceable enforce- able against each of them in accordance with their its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, Agreement nor the Merger Agreement, any Other Stockholder Agreement or the Xxxx Agreement consummation by each of Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either each of Parent or and the Purchaser is a party or by which either Parent or Purchaser or their respective assets are bound. The consummation by each of Parent and the Purchaser of the transactions contemplated by this Agreement, the Merger Agreement, any Other Stockholder Agreement and the Xxxx Agreement hereby will not (i) violate violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree applicable to Parent or Purchaser or (ii) require any consentorder, approval or notice under any decree, statute, law, rule or regulation applicable to either Parent or the Purchaser, other than (x) filings except for any necessary filing under the Exchange HSR Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Purchaser of any of their obligations under this Agreement, each Other Stockholder Agreement, the Xxxx Agreement and the Merger Agreementstate takeover laws.