Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 25 contracts
Sources: Support Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Director Appointment and Nomination Agreement (Caesars Entertainment, Inc.), Support Agreement (Tejon Ranch Co)
Representations and Warranties of All Parties. Each of the parties Party represents and warrants to the other party that: Party that (a) such party Party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such partyParty, enforceable against such party Party in accordance with its terms; terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any terms (i) term or conditions condition of any agreements agreement to which such person is a party or by which such party Party may otherwise be bound or of any (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such partyParty.
Appears in 21 contracts
Sources: Cooperation Agreement (Quest Resource Holding Corp), Cooperation Agreement (Nevro Corp), Cooperation Agreement (Engaged Capital LLC)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 17 contracts
Sources: Support Agreement (Costar Group, Inc.), Support Agreement (Walt Disney Co), Support Agreement (Chaparral Energy, Inc.)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles), and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person Person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 13 contracts
Sources: Cooperation Agreement (Chen Mo), Cooperation Agreement (TuSimple Holdings Inc.), Cooperation Agreement (Chen Mo)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such Such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ;
(b) this This Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and and
(c) this This Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 8 contracts
Sources: Settlement Agreement, Settlement Agreement (TPG-AXON Management LP), Settlement Agreement (Sandridge Energy Inc)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its termsterms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles); and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person Person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 8 contracts
Sources: Director Nomination Agreement (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp), Cooperation Agreement (Vitamin Shoppe, Inc.)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ;
(b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and and
(c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound bound, or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 5 contracts
Sources: Director Appointment Agreement, Director Nomination Agreement (Villere St Denis J & Co LLC), Director Nomination Agreement (Epiq Systems Inc)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party parties that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 4 contracts
Sources: Cooperation Agreement (Southwest Gas Holdings, Inc.), Cooperation Agreement (Centuri Holdings, Inc.), Cooperation Agreement (Southwest Gas Holdings, Inc.)
Representations and Warranties of All Parties. Each of the parties Party represents and warrants to the other party that: Parties that (a) such party Party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such partyParty, enforceable against such party Party in accordance with its terms; terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any terms (i) term or conditions condition of any agreements agreement to which such person is a party or by which such party Party may otherwise be bound or of any (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such partyParty.
Appears in 4 contracts
Sources: Cooperation Agreement (Rubric Capital Management LP), Cooperation Agreement (Heron Therapeutics, Inc. /De/), Cooperation Agreement (Heron Therapeutics, Inc. /De/)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person Person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 4 contracts
Sources: Support Agreement (International Value Advisers, LLC), Support Agreement (Devry Education Group Inc.), Support Agreement (Third Point LLC)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 4 contracts
Sources: Cooperation Agreement (AB Value Management LLC), Cooperation Agreement (Radoff Bradley Louis), Cooperation Agreement (AB Value Management LLC)
Representations and Warranties of All Parties. Each of the parties Party represents and warrants to the other party that: Party that (a) such party Party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such partyParty, enforceable against such party Party in accordance with its terms; terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any terms (i) term or conditions condition of any agreements agreement to which such person Person is a party or by which such party Party may otherwise be bound or of any (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such partyParty.
Appears in 4 contracts
Sources: Nomination and Standstill Agreement (Bandera Partners LLC), Nomination and Standstill Agreement (JOINT Corp), Cooperation Agreement
Representations and Warranties of All Parties. Each of the parties hereto represents and warrants to the other party parties that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person it is a party or by which such party it may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 3 contracts
Sources: Cooperation and Support Agreement (Iowa Farm Bureau Federation), Cooperation and Support Agreement (FBL Financial Group Inc), Settlement and Support Agreement (Amtrust Financial Services, Inc.)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such Such party has all requisite company power and authority to execute and deliver this Agreement Amendment and to perform its obligations hereunder; ;
(b) this Agreement This Amendment has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and and
(c) this Agreement This Amendment will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 3 contracts
Sources: Settlement Agreement (Icahn Carl C), Settlement Agreement (Navistar International Corp), Settlement Agreement (Navistar International Corp)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such Such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
(b) this This Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 2 contracts
Sources: Voting and Nomination Agreement (Bawabeh Morris), Voting and Nomination Agreement (Centrus Energy Corp)
Representations and Warranties of All Parties. Each of the parties hereto represents and warrants to the other party parties that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) except as previously disclosed by the Company, this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 2 contracts
Sources: Director Appointment, Nomination and Settlement Agreement (Xerox Corp), Director Appointment, Nomination and Settlement Agreement (Icahn Carl C)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that, as of the date of this Agreement: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. The Company represents and warrants to Macellum that the Board has approved all New Director Nominees in respect of any “change of control” or similar provision in any contract or agreement of the Company.
Appears in 2 contracts
Sources: Support Agreement (Christopher & Banks Corp), Support Agreement (Macellum Retail Opportunity Fund, LP)
Representations and Warranties of All Parties. Each of the parties Parties represents and warrants to the other party Parties that: (a) such party Party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such partyParty, enforceable against such party Party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party Party or by which such party Party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such partyParty.
Appears in 2 contracts
Sources: Nomination and Support Agreement (Osmium Partners, LLC), Nomination and Support Agreement (Rosetta Stone Inc)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any material agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such Such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ;
(b) this This Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and ;
(c) this This Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such Such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (b) this This Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Sources: Voting and Nomination Agreement (Centrus Energy Corp)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (ai) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (bii) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (ciii) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (iv) there is currently no pending or outstanding litigation between the ▇▇▇▇▇▇▇ Group and the Company or affiliates thereof.
Appears in 1 contract
Sources: Board Observer and Standstill Agreement (Hill International, Inc.)
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: :
(a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ;
(b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and and
(c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it the party and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of the governing or constitutional documents of such party or any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Appears in 1 contract
Sources: Support Agreement (Valaris LTD)
Representations and Warranties of All Parties. Each of the parties Party represents and warrants to the other party that: Party that (a) such party Party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such partyParty, enforceable against such party Party in accordance with its terms; and terms (subject to applicable (c) this Agreement will not result in a material violation of any terms (i) term or conditions condition of any agreements agreement to which such person Person is a party or by which such party Party may otherwise be bound or of any (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such partyParty.
Appears in 1 contract