Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows:
1. Each Party has full power, authority, and right to perform its obligations under the Agreement.
2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(b) The Developer hereby represents and warrants as follows:
1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
2. The Developer has the experience and ability to perform the Services required by this Agreement.
3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine.
4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
5. The Services required by this Agreement shall be performed by the Developer, and the Company shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services.
6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff.
(c) The Company hereby represents and warrants as follows:
1. The Company will make timely payments of amounts earned by the Developer under this Agreement and as detailed in Exhibit A hereto.
2. The Company shall notify the Developer of any changes to its procedures affecting the Developer’s obligations under this Agreement at least three days prior to implementing such changes.
3. The Company shall provide such other assistance to the Developer as it deems reasonable and appropriate.
Parties’ Representations and Warranties. 5.1.1 Named Plaintiffs represent and warrant that they have not assigned or otherwise transferred any interest in any Released Claims against any Releasee, and further covenant that they will not assign or otherwise transfer any interest in any Released Claims.
5.1.2 Named Plaintiffs represent and warrant, on behalf of themselves and the Settlement Class, that they shall have no surviving claim or cause of action against any of the Releasees for the Released Claims against them.
5.1.3 The Parties, and each of them, represent and warrant that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Settlement Agreement they are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and each Party assumes the risk of and unconditionally waives any and all claims or defenses arising out of any alleged mistake as to facts or law.
5.1.4 The Parties, and each of them, represent and warrant that they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this Settlement Agreement and all of the matters pertaining thereto as they deem necessary; and this Settlement Agreement is executed freely by each Person executing it on behalf of each of the Parties.
Parties’ Representations and Warranties. The Parties, and each of them, represent 12 and warrant as follows, and each Party acknowledges that each other Party is relying on these 13 representations and warranties in entering into this Agreement:
14 a) The Parties have diligently investigated the claims in this Action; that they 17 upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-selected counsel, concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx and regarding all matters that relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreement, they have not been influenced 21 to any extent whatsoever in executing this Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any Party or by any person 23 representing any Party. Each Party assumes the risk of mistake as to facts or law;
24 b) The Parties have carefully read the contents of this Agreement and this 25 Agreement is signed freely by each signatory executing the Agreement on behalf of the 26 applicable Party. The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has made such investigation of the facts pertaining to this 1 Settlement, this Agreement, and all of the matters pertaining thereto, as he, she, or it 2 deems necessary;
3 c) That Plaintiffs have not assigned or otherwise transferred any interest in any 4 Released Claim against any Defendant Released Parties, and that they shall not assign or 5 otherwise transfer any interest in any Released Claims; and
6 d) Plaintiffs, on behalf of themselves and the Class, will have no surviving 7 claims or causes of action against any of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective Date.
Parties’ Representations and Warranties. The Parties, and each of them, represent and warrant:
5.2.1 That they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel, that in agreeing to this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and that, except as expressly provided herein, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoing matters by any Party or by any Person representing any Party to this Settlement Agreement. Each of the Parties assumes the risk of mistake as to facts or law; and
5.2.2 That they have had the opportunity to carefully read the contents of this Settlement Agreement, have in fact carefully reviewed the Settlement Agreement, and have freely agreed to the Settlement. The Parties and each of them further represent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary.
Parties’ Representations and Warranties. Licensee and Licensor each represent and warrant to the other as follows.
Parties’ Representations and Warranties. 5.1.1. Named Plaintiffs represent and warrant, on behalf of themselves and the Settlement Class, that they shall have no surviving claim or cause of action against any of the Releasees for the Released Claims against them.
5.1.2. The Parties, and each of them, represent and warrant that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel and in executing this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and each Party assumes the risk of and unconditionally waives any and all claims or defenses arising out of any alleged mistake as to facts or law.
5.1.3. The Parties, and each of them, represent and warrant that they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this Settlement Agreement and all of the matters pertaining thereto as they deem necessary; and this Settlement Agreement is executed freely by each Person executing it on behalf of each of the Parties.
Parties’ Representations and Warranties. 10.1.1. Each Party declares and warrants to the other Party as of the Effective Date that:
a) it has the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and
b) has been duly authorized to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar situation affecting creditors' rights; and
Parties’ Representations and Warranties. Each of the Parties hereby represents and warrants to the other Party as follows:
Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows:
(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.
(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
(iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(b) The Publisher hereby represents and warrants as follows:
(i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Publisher shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
(ii) The Publisher shall notify the Advertiser of any changes to the App (s) that would [materially] change its target audience or the size and/or placement of the Advertisement at least Thirty days (30) days prior to implementing such changes.
(iii) The Services required by this Agreement shall be performed by the Publisher or the Publisher’s staff, and the Advertiser shall not be required to hire, supervise, or pay any assistants to help the Publisher perform such Services.
(iv) The Publisher is responsible for paying all ordinary and necessary expenses of its staff.
(c) The Advertiser hereby represents and warrants as follows:
(i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in Exhibit A hereto.
(ii) The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least thirty days (30) days prior to implementing such changes.
(iii) The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate.
(iv) The content comprising each Advertisement and any App (s) advertised by such Advertisement (each, an “Advertised App (s)”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations.
(v) The Advertiser has the right to sell the products or services contained within the content of the Advertisement.
Parties’ Representations and Warranties. (A) The Parties each represent and warrant as follows:
(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.
(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
(iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(B) The City hereby represents and warrants as follows:
(i) The Property shall be operated in accordance with and shall not violate any applicable laws, rules, or regulations, and the City shall obtain all permissions required to comply with such laws, rules, or regulations.
(ii) The City shall notify the Sponsor of any changes that would materially change the deliverable elements at least ninety (90) days before implementing such changes.
(iii) The obligations required by this Agreement shall be performed by the City or the City’s staff, and the Sponsor shall not be required to hire, supervise, or pay any assistants to help the City perform such obligations.
(C) The Sponsor hereby represents and warrants as follows:
(i) The Sponsor will make timely payments of the Sponsorship Fee to the City under this Agreement and as detailed in Exhibit A hereto.
(ii) The Sponsor shall provide such other assistance to the City as the Sponsor deems reasonable and appropriate.
