Common use of Representations and Warranties of Xxxxxx Clause in Contracts

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to Splitco that (a) Xxxxxx has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx 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 Xxxxxx constitutes a breach or violation of or conflicts with any provision of any material agreement to which Xxxxxx is a party and (e) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants warrants, as of the date hereof and as of the Effective Time, to Splitco each other party hereto that (ai) Xxxxxx has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (bii) the execution and delivery of this Agreement by Xxxxxx has have been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement, (ciii) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of Splitcothe other parties hereto, is enforceable against Xxxxxx 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), (div) neither the execution, delivery or performance of this Agreement by Xxxxxx constitutes a breach or violation of of, or conflicts with any provision of any material agreement to which Xxxxxx is a party and (ev) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to Splitco that (a) Xxxxxx has the power and authority to enter into this Agreement Amendment and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement Amendment by Xxxxxx has have been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this AgreementAmendment, (c) this Agreement Amendment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement Amendment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx 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 Xxxxxx constitutes a breach or violation of or conflicts with any provision of any material agreement to which Xxxxxx is a party and (e) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to Splitco Spinco that (a) Xxxxxx has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of SplitcoSpinco, is enforceable against Xxxxxx 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 Xxxxxx constitutes a breach or violation of or conflicts with any provision of any material agreement to which Xxxxxx is a party and (e) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder.