Common use of Representations of Each Party Clause in Contracts

Representations of Each Party. Each Party hereby represents and warrants to each other Party as follows: (a) Such Party has full power and authority to enter into this Agreement and the other Transaction Agreements and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If an entity, such entity has been duly organized under the applicable laws of its jurisdiction of organization. The execution and delivery of this Agreement and the other Transaction Agreements and the performance by such Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such Party, including, if an entity, all necessary action of its equityholders and its directors or comparable governing body. Each of this Agreement and the other Transaction Agreements is a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, receivership, moratorium, and other similar laws affecting the rights and remedies of creditors generally and to the general principles of equity. (b) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, neither the execution, delivery or performance of this Agreement and the other Transaction Agreements nor the consummation of the transactions contemplated hereby and thereby, with or without the giving of notice or passage of time, or both, will violate, or result in any breach of, or constitute a default under, or result in the imposition of any encumbrance upon any asset of such Party pursuant to any provision of its charter, bylaws or other charter or governing instrument or agreement, or any statute, rule or regulation, or other agreement, document or instrument by which the Company is bound or to which it or any of its properties are subject. (c) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, there is no litigation or governmental proceeding or investigation pending or, to the knowledge of such Party, threatened against such Party in respect of the transactions contemplated by this Agreement and the Transaction Agreements. (d) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, no person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act or omission by such Party.

Representations of Each Party. Each Party hereby represents that the following statements are true, correct and warrants to each other Party complete as followsof the execution date of this Agreement and as of the date of the Closing: (a) Such the Party is validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) the Party has full all requisite power and authority to enter into this Agreement Agreement, execute and deliver the other Transaction Agreements and to perform fully Bill of Sale, undertake its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby; this Agreement constitutes, and, as of the Closing, the Bill of Sale will constitute, the valid and thereby. If an entitylegally binding obligations of the Party, such entity has been duly organized under are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of its jurisdiction of organization. The whether enforceability is sought in a proceeding in equity or law); and (c) neither the execution and delivery of this Agreement and by the other Transaction Agreements and the performance by such Party of its obligations hereunder and thereunder and Party, nor the consummation by the Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such Party, including, if an entity, all necessary action of its equityholders and its directors or comparable governing body. Each of this Agreement and the other Transaction Agreements is a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, receivership, moratorium, and other similar laws affecting the rights and remedies of creditors generally and to the general principles of equity. (b) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, neither the execution, delivery or performance of this Agreement and the other Transaction Agreements nor the consummation of the transactions contemplated hereby and thereby, with or without the giving of notice or passage of time, or bothhereby, will violate, or result in any breach constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the imposition of : any encumbrance upon any asset of such Party pursuant to any provision of its applicable charter, bylaws certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Party, each ass aammeennddeedd ttoo ddaattee;; aannyy aaggrreeeemmeenntt oorr ccoommmmiittmmeenntt ttoo wwhhiicchh the Party is a chh tthh PP rtrtyy party or other charter or governing instrument or agreement, or any statute, rule or regulation, or other agreement, document or instrument by which the Company is bound or to which it whi ee Paa t oorr aannyy ooff iittss pprrooppeerrttieiess iiss bboouunndd oorr ttoo wwhhiicchh tthhee Party or any of its such properties are is subject. (c) Except as disclosed in ; or any Transaction Agreement statute or the applicable schedule theretoany judgment, there is no litigation decree, order, regulation or rule of any court or governmental proceeding or investigation pending or, to the knowledge of such Party, threatened against such Party in respect of the transactions contemplated by this Agreement and the Transaction Agreementsauthority. (d) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, no person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act or omission by such Party.