Common use of Representations of the Company Clause in Contracts

Representations of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 16 contracts

Samples: Nomination and Standstill Agreement, Agreement (ClubCorp Holdings, Inc.), Cooperation and Settlement Agreement (Cypress Semiconductor Corp /De/)

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Representations of the Company. The Company represents represents, warrants and warrants as followscovenants to the Stockholder that: (ai) the Company has the full legal right, power and authority to execute, deliver enter into and carry out perform this Agreement; (ii) the terms execution and provisions delivery of this Agreement by the Company and to consummate the transactions consummation by it of the transaction contemplated herebyby this Agreement have been duly authorized by the Company; and (biii) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid valid, binding and binding obligation and enforceable agreement of the Company and is enforceable against the Company in accordance with its termsCompany.

Appears in 5 contracts

Samples: Tendering Stockholders Agreement (Matrix Bancorp Inc), Tendering Stockholders Agreement (Matrix Bancorp Inc), Tendering Stockholders Agreement (Matrix Bancorp Inc)

Representations of the Company. The Company represents and warrants as follows: that (a) the Company it has the all necessary power and authority to executeperform its obligations hereunder, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) the execution and delivery by it of this Agreement, and the performance by it of its obligations hereunder, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it, or its assets, may be bound, and (c) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a legal, valid and binding obligation and agreement of the Company and is Company, enforceable against the Company it in accordance with its terms.

Appears in 4 contracts

Samples: Custody Agreement (Kayne Anderson MLP Investment CO), Custody Agreement (Kayne Anderson Energy Development Co), Custody Agreement (Kayne Anderson Energy Total Return Fund, Inc.)

Representations of the Company. The Company represents and warrants to XXXX as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 4 contracts

Samples: Cooperation Agreement (Jana Partners LLC), Cooperation Agreement (Team Health Holdings Inc.), Cooperation Agreement (Harris Corp /De/)

Representations of the Company. The Company represents and warrants as follows: (ai) the The Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (bii) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 3 contracts

Samples: Nomination and Cooperation Agreement (Veris Residential, L.P.), Nomination and Cooperation Agreement (Salesforce, Inc.), Nomination and Cooperation Agreement (LKQ Corp)

Representations of the Company. The Company represents and warrants as follows: (a) that the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; hereby and (b) that the Board has approved the terms and provisions of this Agreement has been duly and validly authorized, executed and delivered the consummation by the Company, constitutes a valid and binding obligation and agreement Company of the Company and is enforceable against the Company in accordance with its termstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Settlement Agreement (Manitowoc Foodservice, Inc.), Settlement Agreement (Manitowoc Co Inc), Settlement Agreement (Icahn Carl C)

Representations of the Company. The Company hereby represents and warrants as followsto the Consultant that this Agreement: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the CompanyCompany and (b) is the legal, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (NV5 Holdings, Inc.)

Representations of the Company. (a) The Company represents and warrants as follows: (a) that the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; hereby and (b) that the Board has approved the terms and provisions of this Agreement has been duly and validly authorized, executed and delivered the consummation by the Company, constitutes a valid and binding obligation and agreement Company of the Company and is enforceable against the Company in accordance with its termstransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Nomination and Standstill Agreement (Icahn Carl C), Nomination and Standstill Agreement (Transocean Ltd.)

Representations of the Company. The Company represents and warrants to XXXX as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 1 contract

Samples: Cooperation Agreement (Conagra Foods Inc /De/)

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Representations of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.and

Appears in 1 contract

Samples: Nomination and Standstill Agreement (Charlie's Holdings, Inc.)

Representations of the Company. The Company represents and warrants as follows: (a) the The Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 1 contract

Samples: Nomination and Standstill Agreement (Motorola Solutions, Inc.)

Representations of the Company. The Company hereby represents and ------------------------------ warrants as follows: (a) follows to the Sellers. The Company has the all necessary right, power and authority to executeenter into this Agreement. The execution, deliver delivery and carry out performance by the terms and provisions Company of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly authorized by all requisite corporate action on the part of the Company. This Agreement constitutes the valid and validly authorized, executed and delivered by legally binding obligation of the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 1 contract

Samples: Note Exchange Agreement (Prodigy Communications Inc)

Representations of the Company. The Company represents and warrants to the Stockholder as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 1 contract

Samples: Nomination Agreement (Houghton Mifflin Harcourt Co)

Representations of the Company. The Company represents and warrants to Trapani as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Appears in 1 contract

Samples: Cooperation Agreement (Tiffany & Co)

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