Representations and Warranties of the Parties. As of the date of its execution and delivery of this Agreement, each party represents and warrants to the other parties that: (a) This Agreement is within such party’s powers and has been duly authorized by all necessary corporate action. (b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.
Appears in 21 contracts
Samples: Federal Home Loan Banks P&i Funding and Contingency Plan Agreement (Federal Home Loan Bank of Boston), Federal Home Loan Banks P&i Funding and Contingency Plan Agreement (Federal Home Loan Bank of Dallas), Federal Home Loan Banks P&i Funding and Contingency Plan Agreement (Federal Home Loan Bank of New York)
Representations and Warranties of the Parties. As of Each party hereby represents and warrants: (i) the date of its execution execution, delivery and delivery performance of this Agreement, each party represents and warrants to the other parties that:
(a) This Agreement is within such party’s powers and its power, has been duly authorized by all necessary corporate action.
action and, where applicable, is not in contravention of any of its organizational documents; (bii) This this Agreement has been duly executed and delivered by such party party; and (iii) this Agreement constitutes a the legal, valid and binding obligation of such party, enforceable against such party enforceable in accordance with its terms.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cedar Shopping Centers Inc), Registration Rights Agreement (Cedar Shopping Centers Inc), Securities Purchase Agreement (Cedar Shopping Centers Inc)
Representations and Warranties of the Parties. As Each of the parties to this Agreement hereby represents and warrants (on a several basis, solely as to itself) to each other party to this Agreement that as of the date of its execution and delivery of such party executes this Agreement, each party represents and warrants to the other parties that:
(a) This Agreement is within such party’s powers and has been duly authorized by all necessary corporate action.
(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.
Appears in 5 contracts
Samples: Stockholders Agreement (PF2 SpinCo, Inc.), Stockholders Agreement (Change Healthcare Inc.), Stockholders Agreement (Change Healthcare Inc.)
Representations and Warranties of the Parties. As of the date of its execution and delivery of this Agreement, each Each party represents and warrants to the other parties party that:
: (a) This Agreement is within such party’s powers it has all requisite corporate or organizational power and has been duly authorized by all necessary corporate action.
authority to execute and deliver this Agreement; (b) This it has taken all corporate or organizational action necessary for the authorization, execution and delivery of this Agreement; and (c) this Agreement has been duly executed and delivered by such party and constitutes is a legal, valid and binding obligation of such party it, enforceable against it in accordance with its termsthe terms of this Agreement. The parties' responsibilities for the Event are set forth in the Order Form.
Appears in 4 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Representations and Warranties of the Parties. As of the date of Each Party represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, Agreement and the performance by each party represents Party and warrants to the other parties that:
(a) This Agreement is within such party’s powers and has consummation by each Party of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action.
(b) action on the part of each Party. This Agreement has been duly and validly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable in accordance with its termseach Party.
Appears in 4 contracts
Samples: Asset & Liability Re Allocation Agreement (Elbit Vision Systems LTD), Asset & Liability Re Allocation Agreement (Elbit Vision Systems LTD), Asset Purchase Agreement (Elbit Vision Systems LTD)
Representations and Warranties of the Parties. As Each Party to this Agreement hereby severally (and not jointly) represents and warrants, as of the date of its execution Effective Date, that the execution, delivery and delivery performance of this AgreementAgreement by such Party, each party represents and warrants to the other parties that:
(a) This Agreement is consummation by such Party of the transactions contemplated hereby, are within such party’s powers its individual, corporate and has company powers, as the case may be, and have been duly authorized by all of its necessary corporate and company action, and the Person executing and delivering this Agreement on such Party’s behalf of it is duly authorized to do so.
(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.
Appears in 2 contracts
Samples: Governance Agreement (Nakash Energy, LLC), Governance Agreement (U S Energy Systems Inc)
Representations and Warranties of the Parties. As of the date of its execution and delivery of this Agreement, each Each party represents and warrants to and in favour of the other parties that:
(a) This others that it is duly authorized to execute and deliver this Agreement and this Agreement is within such party’s powers and has been duly authorized by all necessary corporate action.
(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party agreement, enforceable against it in accordance with its terms.
Appears in 1 contract
Representations and Warranties of the Parties. As of the date of its execution and delivery of the Parties have entered into this Agreement, each party Party represents and warrants to the other parties thatParty as follows and acknowledges that the other Party is relying on such representations and warranties in connection with it entering into the Agreement:
(a) This the Party has all necessary power, authority, and capacity to enter into this Agreement is within such party’s powers and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement has been duly authorized by all necessary corporate action.
(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable in accordance with action on its terms.part;
Appears in 1 contract
Representations and Warranties of the Parties. As of the date of its execution and delivery of this Agreementhereof, each party represents and warrants to the other parties that:
(a) This Agreement is within such party’s powers and has been duly authorized by all necessary corporate action.
(b) This party that this Agreement has been duly executed and delivered by such party each party, and assuming the due execution and delivery by the other party, constitutes a legal, valid and binding obligation of such each party enforceable against each party in accordance with its terms.
Appears in 1 contract
Samples: Settlement Agreement (Eclipsys Corp)