Representations of all Parties Clause Samples
Representations of all Parties. Each Party represents and warrants to the other Parties that (a) such Party is an organization duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each jurisdiction it is required to be by applicable law, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Party and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of such Party or any other party to any other agreement with such Party other than any consents already obtained, (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity, and (d) no governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any governmental authority is required on the part of such Party in connection with the execution, delivery or performance of this Agreement.
Representations of all Parties. Each Party represents and warrants to the other Parties as follows:
Representations of all Parties. Each Party represents that it has not withheld relevant information.
Representations of all Parties. Each of the Parties represents and warrants that:
(a) such party has the capacity to enter into and give full effect to this Agreement;
(b) in the case of Parties other than natural persons, this Agreement has been duly authorized by it and, in all cases, this Agreement has been duly executed and delivered by such party and constitutes a valid and binding obligation enforceable against such party in accordance with its terms; and
(c) in the case of Parties other than natural persons, the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established and, in all cases, the execution, delivery and performance of this Agreement does not and will not contravene the provisions of any indenture, agreement or other instrument to which such party is a party or by which such party may be bound.
Representations of all Parties. The representations and warranties in Sections 13.1.4 and 13.2.4 shall continue in full force and effect for the term of this Agrement.
Representations of all Parties. Each Party represents and warrants to the other Parties that:
(a) Such Party has all requisite corporate or limited partnership (as applicable) power and authority to execute, deliver and perform this Agreement, and to consummate the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement and the consummation by such Party of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party and its board of directors, general partner and equityholders, as applicable.
(c) This Agreement, upon execution and delivery by each other Party, will be the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforceability of creditors’ rights in general or by general principles of equity.
(d) No brokerage or finder's fees or commissions are or will be payable by such Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, and no Party has taken any action that would cause any other Party to be liable for any such fees or commissions.
Representations of all Parties. No representation or warranty made by any party herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein not misleading.
Representations of all Parties. IPG represents and warrants to PAS and P&P, and each of PAS and P&P represents and warrants to IPG, as follows:
(a) This Agreement has been duly authorized and validly executed and delivered by such party, and is valid and enforceable against such party in accordance with its terms.
(b) Such party has full power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement.
(c) The execution and delivery of this Agreement by such party do not violate such party's charter or trust documents (as applicable) or Bylaws (if any), any agreement to which such party is a signatory or any governmental law, regulation, order or judgment to which such party is subject.
Representations of all Parties. Each of AT&T PCS and TWR (as to itself and each other AT&T Party), each other Purchaser (as to itself), each of Mercury I and Mercury II (severally as to itself), each Management Stockholder (severally as to himself, and jointly and severally as to the Company, Mercury I and Mercury II, except that the representations and warranties as to the Company set forth in (x) Section 4.5 are not being made by the Management Stockholders and (y) Sections 4.6 and 4.8 are being made by the Management Stockholders only as of the date hereof and not as of the Closing Date), and the Company (as to itself and each of its Subsidiaries), represents and warrants to each of the other parties that:
Representations of all Parties