REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent and the Sub (effective upon its becoming a party hereto), jointly and severally, represent and warrant as of the date of this Agreement to the Company and Apollo as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent and the Sub, jointly and severally, represent and warrant to the Company as of the date hereof (or such other date as shall be expressly specified) as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent -------------------------------------------------------- and the Sub represent and warrant to the Shareholder as follows: (a) Each of the Parent and the Sub is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation, has the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by the Parent and the Sub and, assuming the due execution and delivery of this Agreement by the Shareholder, is a valid and binding obligation of each of the Parent and the Sub, enforceable against each of them in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) Neither the execution and delivery of this Agreement nor the performance by the Parent and the Sub of their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation or acceleration under, (i) their respective charter or by-laws, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Parent or the Sub is a party or by which the Parent or the Sub is bound or (iii) any injunction, judgment, writ, decree, order or ruling applicable to the Parent or the Sub. (d) Neither the execution and delivery of this Agreement nor the performance by the Parent and the Sub of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the Parent or the Sub or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the HSR Act or federal or state securities laws.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent and the Sub, jointly and severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent and the Sub represent and warrant to the Shareholder as follows: (a) Each of the Parent and the Sub is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation, has the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by the Parent and the Sub and, assuming the due execution and delivery of this Agreement by the Shareholder, is a valid and binding obligation of each of the Parent and the Sub, enforceable against each of them in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. The Parent and the Sub (effective upon its becoming a party hereto), jointly and severally, represent and warrant as of the date of this Agreement (or such other date as shall be expressly specified) to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. 17 Section 4.01 Organization and Qualification.................................17 Section 4.02 Capitalization.................................................17 Section 4.03 Authority......................................................18 Section 4.04 Absence of Certain Changes.....................................18 Section 4.05 Reports........................................................19 Section 4.06

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. 17 SECTION 4.01 Organization and Qualification.........17 SECTION 4.02 Capitalization.........................17 SECTION 4.03 Authority Relative to this Agreement...19 SECTION 4.04 Absence of Certain Changes.............19 SECTION 4.05 Reports................................19 SECTION 4.06

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. 5.1 Corporate Status and Authority........................................................... 25 5.2 No Conflicts; Consents and Approvals..................................................... 26 5.3 Financing................................................................................ 26 5.4 Solvency................................................................................. 26 5.5

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUB. Each of the Parent and Sub, jointly and severally, represents and warrants to the Company and the Stockholder as follows: