Common use of Representations and Warranties of Splitco Clause in Contracts

Representations and Warranties of Splitco. Splitco hereby represents and warrants to Xxxxxx that (a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Splitco has been duly authorized by all necessary action on the part of Splitco and no other proceedings on the part of Splitco are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Splitco and constitutes a valid and binding obligation of Splitco, and, assuming this Agreement constitutes a valid and binding obligation of Xxxxxx, is enforceable against Splitco in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) neither the execution, delivery or performance of this Agreement by Splitco constitutes a breach or violation of or conflicts with its certificate of incorporation or by-laws (or similar governing documents) or any material agreement to which it is a party and (e) none of such material agreements would impair in any material respect the ability of Splitco to perform its obligations hereunder.

Representations and Warranties of Splitco. Splitco hereby represents and warrants to Xxxxxx that (a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has the corporate power and authority to enter into this Agreement Amendment and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement Amendment by Splitco has have been duly authorized by all necessary action on the part of Splitco and no other proceedings on the part of Splitco are necessary to authorize this AgreementAmendment, (c) this Agreement Amendment has been duly executed and delivered by Splitco and constitutes a valid and binding obligation of Splitco, and, assuming this Agreement Amendment constitutes a valid and binding obligation of Xxxxxx, is enforceable against Splitco in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) neither the execution, delivery or performance of this Agreement Amendment by Splitco constitutes a breach or violation of or conflicts with its certificate of incorporation Certificate or by-laws (or similar governing documents) or any material agreement to which it Splitco is a party and (e) none of such material agreements would impair in any material respect the ability of Splitco to perform its obligations hereunder.