Common use of Representations of Parent Clause in Contracts

Representations of Parent. Parent hereby represents and warrants to Principal Shareholder that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and is a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity). (c) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and shall not (including with notice or lapse of time or both): (i) contravene or conflict with the certificate of incorporation or the bylaws of Parent; (ii) result in any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its assets may be bound; violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent in such a manner as would, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.

Representations of Parent. As of the date hereof, Parent hereby represents and warrants to Principal Shareholder the Company and the Class B Entities that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby.Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and is a valid and binding agreement of Parent enforceable against it Parent in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity).Equity Exception; (c) The no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent, except those that have been made or obtained or that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement; and (d) the execution, delivery and performance by Parent of this Agreement by Parent do not, and the consummation by Parent of the transactions contemplated hereby do not and shall not will not, constitute or result in (including i) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Parent, (ii) a breach of or violation of or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of Parent (with notice or without notice, lapse of time or both): (i) contravene or conflict with the certificate of incorporation or the bylaws of Parent; (ii) result in pursuant to, any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration Contracts binding upon Parent or any payments under, Law or result in a loss of a benefit governmental or non-governmental permit or license to which Parent is subject or (iii) any change in the creation rights or imposition obligations of a lien under, any party under any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation such Contracts to which Parent is a party party, except, in the case of clause (ii) or by which Parent (iii) above, for any breach, violation, default, acceleration, creation or any of its assets may be bound; violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent in such a manner as wouldchange that, individually or in the aggregate, is not reasonably be expected likely to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of consummate the transactions contemplated contem plated by this Agreement; or require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.

Representations of Parent. Parent hereby represents and warrants to Principal Shareholder Stockholders that: (a) Parent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and is a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity). (c) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and shall not (including with notice or lapse of time or both): (i) contravene or conflict with the certificate of incorporation or the bylaws of Parent; (ii) result in any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its assets may be bound; violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent in such a manner as would, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.

Representations of Parent. As of the date hereof, Parent hereby represents and warrants to Principal Shareholder the Company and the Class B Entities that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby.Agreement; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and is a valid and binding agreement of Parent enforceable against it Parent in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity).Equity Exception; (c) The no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent, except those that have been made or obtained or that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement; and (d) the execution, delivery and performance by Parent of this Agreement by Parent do not, and the consummation by Parent of the transactions contemplated hereby do not and shall not will not, constitute or result in (including i) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Parent, (ii) a breach of or violation of or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of Parent (with notice or without notice, lapse of time or both): (i) contravene or conflict with the certificate of incorporation or the bylaws of Parent; (ii) result in pursuant to, any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration Contracts binding upon Parent or any payments under, Law or result in a loss of a benefit governmental or non- governmental permit or license to which Parent is subject or (iii) any change in the creation rights or imposition obligations of a lien under, any party under any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation such Contracts to which Parent is a party party, except, in the case of clause (ii) or by which Parent (iii) above, for any breach, violation, default, acceleration, creation or any of its assets may be bound; violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent in such a manner as wouldchange that, individually or in the aggregate, is not reasonably be expected likely to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of consummate the transactions contemplated by this Agreement; or require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.

Representations of Parent. Parent hereby represents and warrants to Principal Shareholder Stockholder that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and is a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity). (c) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and shall not (including with notice or lapse of time or both): ) (i) contravene or conflict with the certificate of incorporation or the bylaws of Parent; ; (ii) result in any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its assets may be bound; (iii) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent in such a manner as would, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.