Common use of Representations and Warranties of Seven Clause in Contracts

Representations and Warranties of Seven. Seven hereby represents and warrants to the other parties hereto as follows: (i) Seven has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Seven of this Agreement, and the consummation by Seven of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Seven; (iii) this Agreement has been duly executed and delivered by Seven and constitutes a valid and binding obligation of Seven enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policy; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated hereby; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to Seven or any material agreement to which Seven is a party.

Representations and Warranties of Seven. Seven hereby --------------------------------------- represents and warrants to the other parties hereto as follows: (i) Seven has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Seven of this Agreement, and the consummation by Seven of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Seven; (iii) this Agreement has been duly executed and delivered by Seven and constitutes a valid and binding obligation of Seven enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policyequity; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated hereby; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to Seven or any material agreement to which Seven is a party.

Representations and Warranties of Seven. Seven hereby represents and warrants to the other parties hereto as follows: (i) Seven has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Seven of this Agreement, and the consummation by Seven of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Seven; (iii) this Agreement has been duly executed and delivered by Seven and constitutes a valid and binding obligation of Seven enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policyequity; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated hereby; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to Seven or any material agreement to which Seven is a party.

Representations and Warranties of Seven. Seven hereby --------------------------------------- represents and warrants to the other parties hereto as follows: (i) Seven has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Seven of this Agreement, and the consummation by Seven of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Seven; (iii) this Agreement has been duly executed and delivered by Seven and constitutes a valid and binding obligation of Seven enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policy; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated hereby; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to Seven or any material agreement to which Seven is a party.

Representations and Warranties of Seven. Seven hereby represents and warrants to the other parties hereto as follows: (i) Seven has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyset forth in Articles II and III hereof; (ii) the execution and delivery by Seven of this Agreement, and the consummation by Seven of the transactions contemplated herebyset forth in Articles II and III hereof, have been duly authorized by all necessary corporate action on the part of Seven; (iii) this Agreement has been duly executed and delivered by Seven and constitutes a valid and binding obligation of Seven enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policyequity; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, foreign is required by, or with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated herebyset forth in Articles II and III hereof; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby set forth in Articles II and III hereof does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to Seven or any material agreement to which Seven is a party.

Representations and Warranties of Seven. Seven hereby represents and warrants to the other parties hereto as follows: Newco and Tracinda that: (ia) Seven is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate full power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Seven performance of this Agreement, and the consummation by Seven of the transactions contemplated hereby, Seven's obligations hereunder have been duly authorized by all necessary action (corporate action or other) on the part of Seven; (iiib) this Agreement has been duly executed and delivered by Seven and, assuming the due execution and constitutes delivery thereof by Tracinda and Newco, is a valid and binding obligation of Seven Seven, enforceable against Seven in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting creditors' the rights of creditors generally or and by general principles of equity and except to the extent that the indemnity provisions set forth in Article IV may not be valid under applicable securities laws or by reason of public policyequity; (ivc) no the execution and delivery of this Agreement by Seven and the performance of Seven's obligations hereunder will not (i) require the consent, approval, order approval or authorization of, or any registration, declaration qualification or filing with, any court, administrative governmental agency or commission or other governmental authority or instrumentality, domestic any other person or foreign, is required by, or (ii) conflict with respect to, Seven in connection with the execution and delivery by Seven of this Agreement or the consummation by Seven of the transactions contemplated hereby; and (v) the execution and delivery by Seven of this Agreement and the consummation by Seven of the transactions contemplated hereby does not conflict with, or result in a material breach of, any law or regulation violation of any governmental authority applicable to Seven or (A) any material agreement to which Seven is a partyparty or (B) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; and (d) there is no litigation, governmental or other proceeding, investigation or controversy pending or, to Seven's knowledge, threatened against Seven relating to the transactions contemplated by this Agreement.