Common use of REPRESENTATIONS AND WARRANTIES OF NEWCO Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents, warrants, agrees and acknowledges, in respect of itself only, to the other parties hereto, as an inducement to such other parties to enter into this Agreement, that: (a) it has necessary power and authority to execute and deliver this Agreement and to perform and carry out the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement has been duly and validly authorized by all required actions of such party; (c) no authorization or approval from any governmental authority of any jurisdiction is necessary for the due execution and delivery of this Agreement and the performance of the transactions contemplated hereby; (d) the execution, delivery and performance of this Agreement will not (x) violate the provisions of the charter, bylaws, memorandum or articles of association or other constitutional document of such party, (y) violate any order, writ, injunction, decree, rule or regulation, applicable to such party or (z) conflict with or constitute a breach of or default under any agreement to which it is a party or by which any of its assets or property is bound; (e) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; (f) there is no action, suit, proceeding, claim or investigation pending or threatened against or affecting the transactions contemplated by this Agreement; and (g) it has not undertaken any activity for the purpose of, or that could be reasonably expected to result in, conditioning the U.S. market for the issuance of the Newco Shares.