Common use of REPRESENTATIONS AND WARRANTIES OF THE XXXXXX GROUP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE XXXXXX GROUP. Each member of the Xxxxxx Group represents and warrants, as of the date hereof and as of the Effective Time, to each other party hereto that (i) each member of the Xxxxxx Group has the power and authority to enter into this Agreement and to carry out his or her obligations hereunder, (ii) the execution and delivery of this Agreement by each member of the Xxxxxx Group have been duly authorized by all necessary action on the part of each member of the Xxxxxx Group and no other proceedings on the part of any member of the Xxxxxx Group are necessary to authorize this Agreement, (iii) this Agreement has been duly executed and delivered by each member of the Xxxxxx Group and constitutes a valid and binding obligation of each member of the Xxxxxx Group, and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against each member of the Xxxxxx Group 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), (iv) neither the execution, delivery or performance of this Agreement by any member of the Xxxxxx Group constitutes a breach or violation of, or conflicts with any material agreement to which any member of the Xxxxxx Group is a party and (v) none of such material agreements would impair in any material respect the ability of each of the members of the Xxxxxx Group to perform his or her obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF THE XXXXXX GROUP. Each member of the Xxxxxx Group hereby represents and warrants, as of the date hereof and as of the Effective Time, warrants to each other party hereto that Xxxxxx that: (a) Authority for this Agreement. (i) each Each such member of the Xxxxxx Group has the power and authority to enter into this Agreement and to carry out his or her obligations hereunder, (ii) the execution and delivery of this Agreement by each such member of the Xxxxxx Group have has been duly authorized by all necessary action on the part of each such member of the Xxxxxx Group and no other proceedings on the part of any such member of the Xxxxxx Group are necessary to authorize this Agreement, (iii) this Agreement has been duly executed and delivered by each such member of the Xxxxxx Group and constitutes a valid and binding obligation of each such member of the Xxxxxx Group, and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoXxxxxx, is enforceable against each such member of the Xxxxxx Group 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), (iv) neither the execution, delivery or performance of this Agreement by any such member of the Xxxxxx Group constitutes a breach or violation of, of or conflicts with any material agreement to which any such member of the Xxxxxx Group is a party and (v) none of such material agreements would impair in any material respect the ability of each of the members such member of the Xxxxxx Group to perform his or her obligations hereunder.