Common use of Reciprocal Warranties Clause in Contracts

Reciprocal Warranties. 17.1. The Parties warrant and represent to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Any Party shall, if requested by the other Party, furnish to the latter sufficient evidence of the authority of the person or persons who shall, on behalf of the Party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement. 17.2. Each Party hereby warrants and represents to and in favour of the other Party that: 17.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 17.2.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 17.2.3. it is fully aware of and acquainted with the provisions of this Agreement and the meaning and effect of all of such provisions; and 17.2.4. the execution of this Agreement and the performance of its obligations hereunder does not and shall not: 17.2.4.1. contravene any law or regulation to which that Party is subject; 17.2.4.2. contravene any provision of that Party’s constitutional documents; or 17.2.4.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it. 17.3. Each of the representations and warranties given by the Parties in terms of this clause 17, shall: 17.3.1. be a separate warranty and shall in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 17.3.2. continue and remain in force notwithstanding the completion of any or all of the transactions contemplated in this Agreement; and 17.3.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Reciprocal Warranties. 17.115.1. The Parties warrant and represent to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement and each of the Transaction Agreements to which they are respectively party, to be binding on themselves. Any Party shall, if requested by the any other Party, furnish to the latter sufficient evidence of the authority of the person or persons who shall, on behalf of the Party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this AgreementAgreement or any of the Transaction Agreements. 17.215.2. Each Party of the Parties hereby warrants and represents to and in favour of the other Party others that: 17.2.115.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this AgreementAgreement and each of the Transaction Agreements to which they are respectively party; 17.2.215.2.2. this Agreement and each of the Transaction Agreements to which they are respectively party constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 17.2.315.2.3. it is fully aware of and acquainted with the provisions of this Agreement and each of the Transaction Agreements to which they are respectively party and the meaning and effect of all of such provisions; and; 17.2.415.2.4. the execution of this Agreement and each of the Transaction Agreements to which they are respectively party and the performance of its obligations hereunder in terms thereof does not and shall notnot : 17.2.4.115.2.4.1. contravene any law or regulation to which that Party is subject;; or 17.2.4.215.2.4.2. contravene any provision of that Party’s constitutional founding documents; or 17.2.4.315.2.4.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it. 17.315.3. Each of the representations and warranties given by the Parties in terms of this clause 1715.2, shall: 17.3.115.3.1. be a separate warranty and shall will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this AgreementAgreement or any of the Transaction Agreements; 17.3.215.3.2. continue and remain in force notwithstanding the completion of any or all of the transactions contemplated in this Agreement; and 17.3.315.3.3. prima facie be deemed to be material and to be a material representation inducing the other Party Parties to enter into this AgreementAgreement and the Transaction Agreements to which each of them are party.

Reciprocal Warranties. 17.111.1. The Parties warrant and represent to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Any Party shall, if requested by the any other Party, furnish to the latter sufficient evidence of the authority of the person or persons who shall, on behalf of the Party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement. 17.211.2. Each Party hereby warrants and represents to and in favour of the other Party Parties that: 17.2.111.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 17.2.211.2.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 17.2.311.2.3. it is fully aware of and acquainted with the provisions of this Agreement and the meaning and effect of all of such provisions; and 17.2.411.2.4. the execution of this Agreement and the performance of its obligations hereunder does not and shall not: 17.2.4.111.2.4.1. contravene any law or regulation to which that Party is subject; 17.2.4.211.2.4.2. contravene any provision of that Party’s 's constitutional documents; or 17.2.4.311.2.4.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it. 17.311.3. Each of the representations and warranties given by the Parties in terms of this clause 1711, shall: 17.3.111.3.1. be a separate warranty and shall in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 17.3.211.3.2. continue and remain in force force, notwithstanding the completion of any or all of the transactions contemplated in this Agreement, for a period of thirty six (36) months following the Second Closing Date (and shall thereafter terminate in all respects); and 17.3.311.3.3. prima facie be deemed to be material and to be a material representation inducing the other Party Parties to enter into this Agreement. 11.4. Each of the Warranties given by Sankaty shall continue and remain in force, notwithstanding the completion of any or all of the transactions contemplated in this Agreement, for a period of thirty six (36) months following the Second Closing Date (and shall thereafter terminate in all respects).

Reciprocal Warranties. 17.118.1. The Parties warrant and represent to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Any Party shall, if requested by the other Party, furnish to the latter sufficient evidence of the authority of the person or persons who shall, on behalf of the Party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement. 17.218.2. Each Party hereby warrants and represents to and in favour of the other Party that: 17.2.118.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 17.2.218.2.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 17.2.318.2.3. it is fully aware of and acquainted with the provisions of this Agreement and the meaning and effect of all of such provisions; and 17.2.418.2.4. the execution of this Agreement and the performance of its obligations hereunder does not and shall not: 17.2.4.118.2.4.1. contravene any law or regulation to which that Party is subject; 17.2.4.218.2.4.2. contravene any provision of that Party’s constitutional documents; or 17.2.4.318.2.4.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it. 17.318.3. Each of the representations and warranties given by the Parties in terms of this clause 1718, shall: 17.3.118.3.1. be a separate warranty and shall in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 17.3.218.3.2. continue and remain in force notwithstanding the completion of any or all of the transactions contemplated in this Agreement; and 17.3.318.3.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.