Common use of REPRESENTATIONS OF SUB Clause in Contracts

REPRESENTATIONS OF SUB. Sub represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Sub, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Sub, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Certificate of Incorporation or Bylaws of Sub.

REPRESENTATIONS OF SUB. Sub represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Sub, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Sub, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Certificate of Incorporation or Bylaws of Sub.

REPRESENTATIONS OF SUB. Sub represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Sub, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Sub, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Certificate Articles of Incorporation or Bylaws of Sub.