Common use of Additional Representations and Warranties of the Parties Clause in Contracts

Additional Representations and Warranties of the Parties. Each of CPII and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.

Additional Representations and Warranties of the Parties. Each of CPII TriStar and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; and (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.

Additional Representations and Warranties of the Parties. Each of CPII TriStar and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting effecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; and (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.

Additional Representations and Warranties of the Parties. Each of CPII and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting effecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; and (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.

Additional Representations and Warranties of the Parties. Each of CPII and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened threatned with respect to the production of any of the Films which is likely to result in any liability or damages to the other.