Common use of REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub represent and warrant to the Principal Stockholders as follows: a. Each of Buyer and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. b. Each of Buyer and Merger Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by Buyer and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Buyer and Merger Sub and no other corporate proceedings on the part of Buyer or Merger Sub are necessary to authorize the execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and Merger Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Principal Stockholder) is a valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). c. The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the performance of this Agreement by Buyer and Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Buyer or Merger Sub, (ii) conflict with or violate any law, rule, regulation or order applicable to Buyer or Merger Sub or by which any of their respective properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of Buyer or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub or any of their respective properties is bound, except for any thereof that would not materially impair the ability of Buyer or Merger Sub to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. d. The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the performance by Buyer and Merger Sub of their obligations hereunder will not, require Buyer or Merger Sub to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than as set forth in Section 4.2(d) of the Merger Agreement. e. There is no suit, action, investigation or proceeding pending or, to the knowledge of Buyer or Merger Sub, threatened against Buyer or Merger Sub at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of Buyer or Merger Sub to perform their obligations hereunder on a timely basis, and there is no agreement, commitment or law to which Buyer or Merger Sub is subject that could reasonably be expected to materially impair the ability of Buyer or Merger Sub to perform their obligations hereunder on a timely basis.

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub represent and warrant to the Principal Stockholders Stockholder as follows: a. Each of Buyer and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. b. Each of Buyer and Merger Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by Buyer and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Buyer and Merger Sub and no other corporate proceedings on the part of Buyer or Merger Sub are necessary to authorize the execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and Merger Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Principal Stockholder) is a valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). c. The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the performance of this Agreement by Buyer and Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Buyer or Merger Sub, (ii) conflict with or violate any law, rule, regulation or order applicable to Buyer or Merger Sub or by which any of their respective properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of Buyer or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub or any of their respective properties is bound, except for any thereof that would not materially impair the ability of Buyer or Merger Sub to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. d. The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the performance by Buyer and Merger Sub of their obligations hereunder will not, require Buyer or Merger Sub to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than as set forth in Section 4.2(d) of the Merger Agreement. e. There is no suit, action, investigation or proceeding pending or, to the knowledge of Buyer or Merger Sub, threatened against Buyer or Merger Sub at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of Buyer or Merger Sub to perform their obligations hereunder on a timely basis, and there is no agreement, commitment or law to which Buyer or Merger Sub is subject that could reasonably be expected to materially impair the ability of Buyer or Merger Sub to perform their obligations hereunder on a timely basis.