MISCELLANEOUS REPRESENTATIONS. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability.
(i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declarati...
MISCELLANEOUS REPRESENTATIONS. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims.
MISCELLANEOUS REPRESENTATIONS. You confirm and represent to the Company, by signing this letter, that: (a) you are under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent you from becoming an employee of the Company or that would adversely impact your ability to perform the expected services on behalf of the Company; (b) you have not taken (or failed to return) any confidential information belonging to your prior employer or any other entity, and, to the extent you remain in possession of any such information, you will never use or disclose such information to the Company or any of its employees, agents or affiliates; and (c) you understand and accept all of the terms and conditions of this offer.
MISCELLANEOUS REPRESENTATIONS. (a) Seller and Seller's advisors have such knowledge and experience in financial, tax, legal and business matters to enable Seller to evaluate the merits and risks of the transactions contemplated hereunder and to make an informed decision with respect thereto to assess the value of the Shares and the consideration Seller is receiving hereunder and the advisability of such transactions.
(b) Seller understands that the tax and accounting consequences to Seller of the transactions contemplated hereunder depends on Seller's own circumstances and Seller has consulted Seller's own legal counsel and accountants with respect thereto and has not received or relied on any advice from the Company or its agents or representatives.
MISCELLANEOUS REPRESENTATIONS. (a) Each party respectively represents and warrants that it or he has all requisite power to enter into this Agreement and that the execution, delivery and performance of this Agreement does not and will not result in any violation of, be in conflict with, or constitute a default under any agreement or other instrument to which such party is bound. Upon becoming aware of, or receiving any notice from any third party that alleges any such violation, conflict or default, the party receiving such notice shall immediately advise the other.
(b) Nothing contained in this Agreement is intended or shall be deemed to create the relationship of employer and employee between you and the Company. You are retained as an independent contractor and shall not be entitled to any employment rights or benefits provided by the Company to its employees, including paid vacation, holiday and sick time, medical, dental, life and disability insurance, and participation in any pension or bonus plan of the Company. You expressly understand and acknowledge that (i) you will be solely responsible for the reporting and payment of any federal, state and local income taxes that may arise out of the fees paid to you under this Agreement and (ii) you will be solely responsible to obtain and maintain any insurance policy that you deem necessary in the performance of the strategic advisory services other than the Company’s obligations as D&O and general liability to name you as an additional insured under this Agreement and understand and acknowledge that the Company will not maintain any insurance policies, including workers compensation insurance, in connection with your retention under this Agreement.
(c) You shall have no authority to bind the Company in any way and may not enter into, terminate or modify any agreement, contract or commitment on behalf of the Company. You shall not make any representation to any third party that you are the Company’s agent or authorized to bind the Company except pursuant to a delegation from the Board or the CEO within their respective authority.
(d) You shall not make any public statement, or issue any press release, concerning the Company or any of the services being provided by you to the Company under this Agreement without the prior written approval of the Company.
MISCELLANEOUS REPRESENTATIONS. (a) Seller has a preexisting business relationship with the Company sufficient to make Seller aware of the character, business acumen and general business and financial circumstances of the Company and/or its officers and directors. By reason of Seller’s business or financial experience, Seller is capable of evaluating the merits and risks of the sale of the Repurchased Shares and has the ability to protect Seller’s own interests in this transaction.
(b) Seller and his advisors have such knowledge and experience in financial, tax, legal and business matters to enable Seller to evaluate the merits and risks of the transactions contemplated hereunder and to make an informed decision with respect thereto to assess the value of the Repurchased Shares and the consideration he is receiving hereunder and the advisability of such transactions.
(c) Seller understands that the tax and accounting consequences to Seller of the transactions contemplated hereunder depends on his own circumstances and Seller has consulted Seller’s own legal counsel and accountants with respect thereto and has not received or relied on any advice from the Company or its agents or representatives.
MISCELLANEOUS REPRESENTATIONS. (a) Seller, Optionee, Seller's advisors and Optionee's advisors have such knowledge and experience in financial, tax, legal and business matters to enable Seller and Optionee to evaluate the merits and risks of the transactions contemplated hereunder and to make an informed decision with respect thereto to assess the value of the Shares and the consideration Seller is receiving hereunder and the advisability of such transactions.
(b) Seller and Optionee each understands that the tax and accounting consequences to Seller and Optionee of the transactions contemplated hereunder depends on Seller's and Optionee's own circumstances and Seller and Optionee each has consulted Seller's and Optionee's own legal counsel and accountants with respect thereto and has not received or relied on any advice from the Company or its agents or representatives.
MISCELLANEOUS REPRESENTATIONS. (a) The Company and its advisor(s) have such knowledge and experience in financial, tax, legal and business matters to enable the Company to evaluate the merits and risks of the transactions contemplated hereunder and to make an informed decision with respect thereto, to assess the value of the Shares and the consideration it is providing and receiving hereunder and the advisability of such transactions.
(b) The Company understands that the tax and accounting consequences to the Company of the transactions contemplated hereunder depends on its own circumstances and it has consulted its own legal counsel and accountants with respect thereto and has not received or relied on any advice from Seller, Optionee or their respective agents or representatives.
MISCELLANEOUS REPRESENTATIONS. Guarantor hereby represents and agrees that this is a continuing Guaranty and (a) shall remain in full force and effect and be binding upon Guarantor notwithstanding any bankruptcy, reorganization, liquidation, termination, dissolution, appointment of a receiver, or insolvency of Tenant; (b) shall inure to the benefit of and be enforceable by Landlord and its successors, personal representatives, assigns, etc.; (c) shall be deemed to have been made under and shall be governed by the laws of the State where the Property is located in all respects, including, without limitation, matters of construction, validity, performance; and (d) shall not be waived, altered, modified, or amended as to any of its terms or provisions, except in writing duly signed by Landlord or its successors and assigns.
MISCELLANEOUS REPRESENTATIONS. (a) Mortgagor represents and warrants to Mortgagee that no part of the Mortgaged Property has, at any time during the period of three (3) years immediately preceding the date of this Mortgage, been included in the “property description” of any real estate contiguous with the Mortgaged Property (within the meaning of Section 22a-452a(f) of the Connecticut General Statutes).
(b) Mortgagor represents and warrants to Mortgagee that Mortgagor is organized for a profit and is engaged primarily in commercial, manufacturing, industrial or other non-consumer pursuits (within the meaning of Section 37-9 of the Connecticut General Statutes). Without limiting the generality of the foregoing provisions of this paragraph, the proceeds of the Indebtedness will be utilized in Mortgagor’s business or investment activities, and no portion of such proceeds will be utilized for any personal, family or household purchases, acquisitions or used or for any other consumer purposes.
