Common use of Representations and Warranties of the Offeror Clause in Contracts

Representations and Warranties of the Offeror. The Offeror hereby represents and warrants that: (a) the Offeror is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the Offeror has the financial resources and is financially capable of completing the Offer; and (c) the Offeror has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; the execution and delivery of this Agreement by Offeror and the consummation by the Offeror of the transactions contemplated by this Agreement have been duly authorized by the board of directors of the Offeror and no other corporate proceedings on the part of the Offeror are necessary to authorize this Agreement or the transactions contemplated hereby and this Agreement has been duly executed and delivered by Offeror and constitutes a valid and binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.