Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that:
(a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;
(b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and
(c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.
Mutual Representations, Covenants and Warranties. (a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either the Company or the Creditor is a party or by which either the Company or the Creditor is bound or affected.
(c) Creditor hereby covenants that it will, whenever and as reasonably requested by the Company and at Creditor’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
Mutual Representations, Covenants and Warranties. (a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either Party is a party or by which either Party is bound or affected.
Mutual Representations, Covenants and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that:
(a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;
(b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and ___________ 1 hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1309082/000158069520000068/ex2-1.htm 2 hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1309082/000158069520000211/ex2-2.htm
(c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.
Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:
(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; and
(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or
Mutual Representations, Covenants and Warranties. Each Party for itself and for the benefit of each other Party hereto, represents, covenants and warrants that:
(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; and
(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected.
Mutual Representations, Covenants and Warranties. Each of the parties to this Settlement Agreement represents, warrants and agrees as follows:
(a) Each party has received independent legal advice from its attorneys with respect to each of the matters contained herein, including the advisability of making the settlement provided for herein, and the advisability of executing this Settlement Agreement.
(b) No party (nor any officer, agent, partner, employee, representative, or attorney of or for any party) has made any statement or representation to any other party regarding any fact relied upon in entering into this Settlement Agreement, and no party is relying upon any statement, representation or promise of any other party (or of any officer, agent, employee, representative, or attorney for any other party) in executing this Settlement Agreement, except as expressly stated in this Settlement Agreement.
(c) Each party to this Settlement Agreement has made such investigation of the facts pertaining to this settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary.
(d) Each party or responsible officer or agent thereof has read this Settlement Agreement and understands the contents hereof.
(e) Each term of this Settlement Agreement is contractual and not merely a recital.
(f) Each of the parties is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to be true with respect to the matters referenced in this Settlement Agreement. Nevertheless, it is the intention of the parties to fully, finally and forever settle and release the TAK Claims and the Prescient Claims described herein. In furtherance of such intention, the releases given herein shall be and remain in effect notwithstanding the discovery or existence of any additional or different claims or facts relative thereto.
(g) Each of the parties hereto represents and warrants that there has been no assignment, sale or transfer, by operation of law or otherwise, of any claim, right, cause of action, demand, obligation, liability or interest released by any of them as provided herein.
Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that: ___________ 1 hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1372183/000158069520000288/ex2-2.htm
(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;
(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected; and
(c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.
Mutual Representations, Covenants and Warranties. Each of the parties hereto represents, warrants and agrees as follows:
a) It has received independent legal advice from their attorneys with respect to the advisability of entering into the settlement provided for herein and executing the New Documents;
b) It (nor any officer, agent, employee, representative, or attorney of or for any party) has not made any statement or representation to any other party regarding any fact relied upon in entering into the New Documents, and it is not relying upon any statement, representation or promise of any other party (or of any officer, agent, employee, representative, or attorney for the other party) in executing this agreement or in making the settlement provided for herein, except as expressly stated herein;
c) It has made such investigation of the facts pertaining to this settlement and each of the New Documents and of all of the matters pertaining thereto as it deems necessary;
d) It or a responsible officer or agent has fully read this Settlement Agreement and each of the New Documents and understands the contents of each of them;
e) Each term of this Settlement Agreement and each New Document is contractual and not merely a recital;
f) It is aware that it may hereafter discover claims or facts additional to, or different from, those it now knows or believes to be true with respect to the Transaction. Nevertheless, it is the intention of the parties to, as of the Release Date, fully, finally and forever settle and mutually release each other from all matters and claims which do now exist, may exist, or heretofore have existed which arise out of, or are based upon, the subject matters discussed in the releases in paragraphs 8 and 9 above. In furtherance of that intention, the releases given herein are and shall be and remain in effect as a full and complete release, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto;
g) It will not, unless the Release Date does not occur prior to June 1, 2001, bring suit or legal action against the other party(ies) to this Settlement Agreement seeking, arising out of, or in connection with, any claims that are the subject of the releases given in paragraphs 8 and 9 above;
h) It has cooperated and/or participated in the drafting and preparation of the New Documents. Accordingly, the parties hereby acknowledge and agree that the New Documents shall not be construed or interpreted in favor of or against any party by virtue of t...
Mutual Representations, Covenants and Warranties. Each of the Parties represents, warrants and agrees with the other Parties as follows:
