Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Each member of the Company Group represents and warrants to the Members of the Shareholder Group that: (a) Such member of the Company Group has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, validly executed and delivered by such member of the Company Group and constitutes the legal, valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement by such member of the Company Group does not, and the performance by such member of his obligations hereunder will not, require any filing by such member with, or any permit, authorization, consent or approval of, any governmental or regulatory authority or any third party other than an amendment to Schedule 13D and Form 4 and/or Form 5. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such member is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such member of the transactions contemplated hereby.