MISCELLANEOUS REPRESENTATIONS Sample Clauses
MISCELLANEOUS REPRESENTATIONS. 74. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for compensating, Settlement Class Members for the Released Claims.
75. The Parties (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.
76. 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.
77. 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.
78. 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 its Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same.
79. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect.
80. The waiver by one Party of any breach of ...
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. 74. 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. FILED DATE: 11/23/2021 12:32 PM 2020CH00473
75. The Parties (a) acknowledge that it is their intent to consummate this Settlement Agreement, and (b) agree to cooperate in good faith 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 Agreement.
76. 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 Plaintiffs and the Settlement Class and other Releasors, and each or any of them, on the one hand, against the Released Parties, on the other hand.
77. 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 its exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same.
78. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect.
79. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement.
80. This Agreement and its exhibits set forth the entire Agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties, or inducements have been made to any Party concerning this Agreement or its exhibits other than the representations, warranties, and covenants contained and memorialized in such documents.
81. This Agreement may no...
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. Debtor hereby represents and warrants that: (a) Debtor is the legal and beneficial owner of the Collateral free and clear of all Liens, charges, pledges, encumbrances, and security interests of every kind and nature other than Liens in favor of Secured Party; (b) each Pledged Security has been validly authorized and issued, and is fully paid and nonassessable; (c) Debtor has good right and lawful authority to pledge the Collateral in the manner hereby done or contemplated; (d) no consent or approval of or notice to any Governmental Authority, or of any securities exchange, is necessary to effect the validity of the rights created hereunder which have not been obtained; (e) except for any financing statement which may have been filed by Secured Party, no financing statement covering the Collateral, or any part thereof, has been filed with any filing officer; (f) no presently effective security agreement covering the Collateral, or any part thereof, has been made, and no presently effective security interest, other than the one herein created, has attached or been perfected in the Collateral, or any part thereof; (g) the execution, delivery, and consummation of this agreement (i) have been duly authorized by all requisite corporate action on the part of Debtor, and (ii) will not violate the Constituent Documents of Debtor or any issuer, or any law, regulation, mortgage, indenture, contract, instrument, judgment, or decree applicable to or binding on Debtor or the issuers of the Pledged Securities; (h) the Bank Securities constitute 100% of the issued and outstanding voting stock of the Bank Subsidiaries; (i) all other Pledged Securities constitute all of the stock of the Bank Subsidiaries owned directly or indirectly by Debtor; (j) none of the Pledged Securities are subject to any options or other rights of third parties, and (k) Debtor's chief executive office is located at 2▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street, Shelbyville, IN 46176. Debtor has not used or transacted business under any other corporate name or tradename in the five year period preceding the date hereof.
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. (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) 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.