Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY. Parent and Subsidiary represent and warrant to the Stockholders, as of the date hereof, as follows: (a) Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation, has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by Parent and Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of each of the Stockholders, is a valid and binding obligation of each of Parent and Subsidiary, enforceable against each of them in accordance with its terms. (c) Neither the execution and delivery of this Agreement nor the performance by Parent and Subsidiary of their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration under, (i) their respective certificates of incorporation or bylaws, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent or Subsidiary is a party or by which Parent or Subsidiary is bound or (iii) any judgment, writ, decree, order or ruling applicable to Parent or Subsidiary; except in the case of clauses (ii) and (iii) for conflicts, violations, breaches or defaults that could not individually or in the aggregate be reasonably expected to have a Parent Material Adverse Effect. (d) Except for any required notices or filings pursuant to the HSR Act, neither the execution and delivery of this Agreement nor the performance by Parent and Subsidiary of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Parent or Subsidiary or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action would not individually or in the aggregate be reasonably expected to have a Parent Material Adverse Effect.