Common use of Representations and Warranties Certain Covenants Clause in Contracts

Representations and Warranties Certain Covenants. Each of EEMC and EPMI hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Representations and Warranties Certain Covenants. Each of EEMC Assignor and EPMI Assignee hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Representations and Warranties Certain Covenants. Each of EEMC Assignor and EPMI Assignee hereby represents and warrants to the other party parties hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.