PARTIES’ REPRESENTATIONS. The Assignee acknowledges that they have a full understanding of the Assignment and the terms of this Agreement. The Assignor further warrants that they own the rights transferred in the Assignment and understand the terms of this Agreement. Both Parties agree to provide and complete any obligations under this Agreement or the Assignment.
PARTIES’ REPRESENTATIONS. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.
PARTIES’ REPRESENTATIONS. 27.1 This Agreement has been jointly negotiated by the City, the Board and Developer and shall not be construed against a Party because that Party may have primarily assumed responsibility for the drafting of this Agreement.
PARTIES’ REPRESENTATIONS. The Parties represent and agree to the following: Compliance with Agreement. The representations and warranties of the Seller contained in this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing as though such representations and warranties were made at and as of such date, except if such representations and warranties shall be true as of such date.
PARTIES’ REPRESENTATIONS. This Agreement can be considered void, at any time, if evidence is presented that any Party was not honest, untruthful, or did not negotiate in good faith (“Fraudulent Practices”). Furthermore, if any Party’s actions are considered Fraudulent Practices, they may be subject to legal and financial penalties to the fullest of the law.
PARTIES’ REPRESENTATIONS. The Parties represent and agree to the following:
PARTIES’ REPRESENTATIONS. Employee and S&S represent, warrant, and agree that:
a. They have not filed any claims, appeals, complaints, charges or lawsuits against the other with any governmental agency or court and that they will not file or permit to be filed or accept benefits from any claim, complaint or petition filed with any court by either of them or on their behalf against the other at any time hereafter; provided, however, this provision shall not limit either Employee or S&S from filing an action for the sole purpose of enforcing their rights under this Agreement; and
b. no other person or entity has any interest or assignment of any claims or causes of action, if any, that either Employee or S&S may have against the other, and that they have not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Agreement, and that Employee and S&S have the sole right and exclusive authority to execute this Agreement and receive the consideration provided for herein; and
c. neither Employee nor S&S is aware of any facts or circumstances that would constitute a violation of any law by Employee, S&S, or any S&S Party, including specifically without limitation, any false statements or omissions that would be a violation of the False Claims Act or any other similar law or law of similar tenor, the Securities Act of 1933 as amended, the Securities Exchange Act of 1934 as amended, or the Xxxxxxxx-Xxxxx Act of 2002.
PARTIES’ REPRESENTATIONS. Each SETTLING PARTY represent as follows:
(a) That this AGREEMENT will be binding upon it when executed; and
(b) That the representations set forth herein shall endure forever and shall survive the execution of this AGREEMENT and the settlement, as more fully described below.
PARTIES’ REPRESENTATIONS. In entering into this Agreement, the parties represent that they have consulted with attorneys of their choice, that the terms of this Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them.
PARTIES’ REPRESENTATIONS. Client represents to CONSULTANT and CONSULTANT represents to Client that each of the following are true and complete as of the date of this Agreement:
A. Client and CONSULTANT are corporations organized, validly existing, and in good standing under the laws of the state(s) of their incorporations, with full corporate power and authority and all necessary governmental authorization to own, lease and operate property and carry on their businesses as they are now being conducted. Client and CONSULTANT are qualified to do business in and are in good standing in every jurisdiction in which the nature of their businesses or the property(ies) owned and leased by them makes such qualifications necessary.
