Common use of Parties’ Representations and Warranties Clause in Contracts

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. 6.1.1 Named Plaintiff represents and warrants that she has not assigned or otherwise transferred any interest in any Released Claims against any Releasee, and further covenants that she will not assign or otherwise transfer any interest in any Released Claims. 6.1.2 Named Plaintiff represents and warrants that she shall have no surviving claim or cause of action against any of the Releasees with respect to the Released Claims against them. 6.1.3 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 they are voluntarily entering into this Agreement: 14 a) The Parties have diligently investigated the claims Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Action; that Settlement Agreement they 17 are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-independently selected counsel, concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that which relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreementexpressly stated herein, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, statements or 22 omissions pertaining to any of the foregoing matters by any other Party or by any person 23 representing any Party. Each its Representatives; 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;. 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. 6.1.4 The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this 1 Settlement, this Agreement, Settlement Agreement and all of the matters pertaining thereto, thereto as he, she, or they deem necessary; and this Settlement Agreement is executed freely by each Person executing 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 each of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective DateParties.

Parties’ Representations and Warranties. The Parties, and each of them, represent 12 and warrant as follows, and each Party acknowledges acknowledging that each other Party is relying on these 13 representations and warranties in entering into this Settlement Agreement: 14 a) The Parties 5.2.1 That they have conducted voluminous discovery and have diligently investigated prepared for trial pursuant to the claims in this ActionCourt’s orders; that they 17 are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel, with the assistance of an experienced mediator; that in executing this Settlement Agreement they are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-independently selected counsel, counsel concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that relate in any way to the subject 20 matter hereof; and that, except as provided otherwise explicitly set forth in this Settlement Agreement, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any Party or by any person 23 Person representing any PartyParty to this Settlement Agreement. Each Party assumes the risk of mistake as to facts or law;, except for the express representations and warranties set forth in this Settlement Agreement. 24 b) The Parties 5.2.2 That they have carefully read the contents of this Agreement Settlement Agreement, and this 25 Settlement Agreement is signed freely by each signatory Person executing the this Settlement Agreement on behalf of each of the 26 applicable PartyParties. 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 the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it 2 deems necessary;. 3 c) 5.2.3 That in entering into this Settlement Agreement, the Plaintiffs have not assigned relied on any representations or otherwise transferred arguments by the Defendants that a class can, could, or should be certified for any interest purpose; that the Plaintiffs would not be prejudiced if (i) this Settlement were not approved or such approval were reversed on appeal and (ii) the Defendants were later to object to the certification of any proposed class in any 4 Released Claim against any Defendant Released Parties, this action; and that they shall in the event that this Settlement does not assign become Final, the Plaintiffs will not assert that the Defendants are equitably or 5 otherwise transfer judicially estopped from contesting the certification of any interest class 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 Datethis Action.

Parties’ Representations and Warranties. 6.1.1 Named Plaintiffs, on behalf of themselves and each member of the Settlement Class, their Successors-In-Interest, and their Representatives, represent and warrant that they have not assigned or otherwise transferred any interest in any of Plaintiffs’ Released Claims against any of the Defendant Releasees, and further covenant that they will not assign or otherwise transfer any interest in any of Plaintiffs’ Released Claims. 6.1.2 Named Plaintiffs, on behalf of themselves, the Plan, and each member of the Settlement Class, their Successors-In-Interest, and their Representatives, represent and warrant that they shall have no surviving claim or cause of action against any of the Defendant Releasees with respect to Plaintiffs’ Released Claims. 6.1.3 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 that: (a) they are voluntarily entering into this Agreement: 14 aSettlement Agreement as a result of arm’s-length negotiations among their counsel; (b) The Parties have diligently investigated the claims in executing this Action; that Settlement Agreement they 17 are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-independently selected counsel, concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that which relate in any way to the subject 20 matter hereof; and that, (c) except as provided in this Agreementexpressly stated herein, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, statements or 22 omissions pertaining to any of the foregoing matters by any other Party or by any person 23 representing any Party. Each its Representatives; and (d) 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. 6.1.4 The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has that: (a) they have carefully read the contents of this Settlement Agreement; (b) they have made such investigation of the facts pertaining to this 1 the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, thereto as he, she, or it 2 deems they deem necessary; 3 ; and (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, this Settlement Agreement is signed freely by each individual executing this Settlement Agreement on behalf of themselves and the Class, will have no surviving 7 claims or causes of action against any each of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective DateParties.

Parties’ Representations and Warranties. 6.1.1 Plaintiff represents and warrants that he has not assigned or otherwise transferred any interest in any Released Claims, and further covenants that he will not assign or otherwise transfer any interest in any Released Claims. 6.1.2 Plaintiff represents and warrants that he shall have no surviving claim or cause of action against any of the Releasees with respect to the Released Claims. 6.1.3 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 they are voluntarily entering into this Agreement: 14 a) The Parties have diligently investigated the claims Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Action; that Settlement Agreement they 17 are relying solely upon their own judgment, belief belief, and knowledge, and as well as the advice and recommendations of 18 their own independently-selected counsel, concerning the nature, extent extent, and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that which relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreementexpressly stated herein, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any other Party or by any person 23 representing any Party. Each its Representatives; 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;. 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. 6.1.4 The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this 1 Settlement, this Agreement, Settlement Agreement and all of the matters pertaining thereto, thereto as he, she, or they deem necessary; and this Settlement Agreement is executed freely by each Person executing 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 each of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective DateParties.

Parties’ Representations and Warranties. The Parties6.1.1 Named Plaintiffs each represent and warrant that they have not assigned or otherwise transferred any interest in any Released Claims against any Releasee, and each of them, further covenant that they will not assign or otherwise transfer any interest in any Released Claims. 6.1.2 The Named Plaintiffs represent 12 and warrant as followsthat they shall have no surviving claim or cause of action against any of the Releasees with respect to the Released Claims, nor shall any Settlement Class Member. 6.1.2.1 The Settlement Class Members also shall have no surviving claim or cause of action against any of the Releasees with respect to the Released Claims. 6.1.3 Each of the Parties represent and each Party acknowledges warrant that each other Party is relying on these 13 representations and warranties in they are voluntarily entering into this Agreement: 14 a) The Parties have diligently investigated the claims Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Action; that Settlement Agreement they 17 are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-independently selected counsel, concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that which relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreementexpressly stated herein, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, statements or 22 omissions pertaining to any of the foregoing matters by any other Party or by any person 23 representing any Party. Each its Representatives; 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;. 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. 6.1.4 The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this 1 Settlement, this Agreement, Settlement Agreement and all of the matters pertaining thereto, thereto as he, she, or they deem necessary; and this Settlement Agreement is executed freely by each Person executing 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 each of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective DateParties.

Parties’ Representations and Warranties. 5.1.1 Plaintiff represents and warrants that she has not assigned or otherwise transferred any interest in any Released Claims, and further covenants that she will not assign or otherwise transfer any interest in any Released Claims. 5.1.2 Plaintiff represents and warrants that she shall have no surviving claim or cause of action against any of the Releasees with respect to the Released Claims. 5.1.3 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 they are voluntarily entering into this Agreement: 14 a) The Parties have diligently investigated the claims Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Action; that Settlement Agreement they 17 are relying solely upon their own judgment, belief belief, and knowledge, and as well as the advice and recommendations of 18 their own independently-selected counsel, concerning the nature, extent extent, and duration of their 19 rights and claims xxxxxxxxx hereunder and regarding all matters that which relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreementexpressly stated herein, they have not been influenced 21 to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any other Party or by any person 23 representing any Party. Each its Representatives; 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;. 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. 5.1.4 The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this 1 Settlement, this Agreement, Settlement Agreement and all of the matters pertaining thereto, thereto as he, she, or they deem necessary; and this Settlement Agreement is executed freely by each Person executing 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 each of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective DateParties.