All Parties. Each of the parties hereto hereby represents and warrants, with respect to itself, that: (A) in the case of each corporate and partnership party hereto, such party has the full corporate and/or partnership power and authority to enter into this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and to carry out its obligations hereunder and thereunder; (B) in the case of each corporate and partnership party hereto, the execution and delivery by such party of this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and the consummation by such party of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and/or partnership action on its part; (C) this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is a party have been, and (upon the execution and delivery thereof) the other agreement(s) and instrument(s) contemplated hereby to which it is to be a party will be, duly executed and delivered by such party and constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms; (D) the compliance by such party with all of the provisions of this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party, and the consummation by such party of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination or amendment of, or accelerate the performance required by, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such party is a party or by which such party is bound, or to which any of the property or assets of such party are subject, nor result in any violation of the provisions of the certificate or articles of incorporation or the bylaws of such party (if it be a corporation) or the partnership agreement of such party (if it be a partnership), or any statute, order, judgment, rule or regulation of any court or governmental agency or body having jurisdiction over such party or the property or assets of such party; and (E) no authorization, consent or approval of, or filing with, or notice to, any public body, court, authority or any other person or entity is necessary for the execution and delivery by such party of this Agreement or the other agreement(s) or instrument(s) contemplated hereby to which it is or is to be a party or for the consummation by such party of the transactions contemplated herein or therein, other than, in each case, such authorizations, consents, approvals, filings and notices as have been or will be obtained, made or given on or prior to the Closing Date.
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All Parties. Each of The Kellogg Persons hereby represent and warrant to the parties hereto Company and AMilley, AMilley hereby represents and warrantswarrants to the Kellogg Persons and the Company, with respect and the Company hereby represents and warrants to itself, thatthe Kellogg Persons and AMilley as follows:
(A) in (In the case of each corporate and partnership the non-natural Persons party hereto, ) such party has the full corporate and/or partnership power and authority to enter into this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and to carry out its obligations hereunder and thereunder;
(B) in (In the case of each corporate and partnership the non-natural Persons party hereto) the execution, delivery and performance by such Person of this Agreement and the execution other agreement(s) and delivery instrument(s) contemplated hereby to which it is or is to be a party, and the consummation by such party of this the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, partnership, trust or foundation action on its part;
(C) This Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and the consummation by such party of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and/or partnership action on its part;
(C) this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is a party have been, and (upon the execution and delivery thereof) the other agreement(s) and instrument(s) contemplated hereby to which it is to be a party will be, duly executed and delivered by such party and constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms, subject to: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors' rights generally, and (ii) general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law);
(D) the compliance The execution and delivery by such party with all of the provisions of this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party, the performance by such party of its obligations hereunder and thereunder, and the consummation by such party of the transactions herein and or therein contemplated to be consummated by such party, do not and will not conflict with with, or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination or amendment of, or accelerate the performance required by, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such party is a party or by which such party is boundis, or to which any of the property or assets of such party are subject, nor result in any violation of the provisions of the certificate or articles of incorporation or the bylaws of such party (if it be a corporation) or the partnership agreement of such party (if it be a partnershipany similar constitutional document), or of any statute, order, judgment, rule or regulation of any court or governmental agency or body having jurisdiction over such party or the property or assets of such party; and
(E) no No authorization, consent or approval of, or filing with, or notice to, any public body, court, authority or any other person or entity Person is necessary for the execution and delivery by such party of this Agreement or the other agreement(s) or instrument(s) contemplated hereby to which it is or is to be a party, the performance by such party of its obligations hereunder and thereunder, or for the consummation by such party of the transactions contemplated herein or thereintherein contemplated to be consummated by such party, other than, than (in each case, ) such authorizations, consents, approvals, filings and notices as as: (i) may be required under the Exchange Act and, in the case of the Company, under the rules and regulations of The Nasdaq Stock Market, Inc., or (ii) have been or will be obtained, made or given on or prior to the Closing Datedate hereof.
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All Parties. Each of the parties hereto hereby represents and warrants, warrants (with respect to itself, itself only) to the other parties that:
(Ai) in the case of each corporate and partnership party hereto, such party has the full corporate and/or partnership power and authority to enter into this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and to carry out its obligations hereunder and thereunder;
(Bii) in the case of each corporate and partnership party hereto, the execution and delivery by such party of this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and the consummation by such party of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and/or partnership action on its part;
(Ciii) this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is a party have been, and (upon the execution and delivery thereof) the other agreement(s) and instrument(s) contemplated hereby to which it is to be a party will be, duly executed and delivered by such party and constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms;
(Div) the compliance by such party with all of the provisions of this Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party, and the consummation by such party of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination or amendment of, or accelerate the performance required by, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such party is a party or by which such party is bound, or to which any of the property or assets of such party are subject, nor result in any violation of the provisions of the certificate or articles of incorporation or the bylaws of such party (if it be a corporation) or the partnership agreement of such party (if it be a partnership), or any statute, order, judgment, rule or regulation of any court or governmental agency or body having jurisdiction over such party or the property or assets of such party; and
(Ev) no authorization, consent or approval of, or filing with, or notice to, any public body, court, authority or any other person or entity is necessary for the execution and delivery by such party of this Agreement Agree- ment or the other agreement(s) or instrument(s) contemplated hereby to which it is or is to be a party or for the consummation by such party of the transactions contemplated herein or therein, other than, in each case, such authorizations, consents, approvals, filings and notices as have been or will be obtained, made or given on or prior to the Closing Effective Date.
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