The Transaction Agreements. From and after the date of execution hereof, EnCana and ConocoPhillips will use all commercially reasonable efforts to negotiate, in good faith, the terms and conditions of the following agreements (the “Transaction Agreements”) to be executed and delivered into escrow on or by December 15, 2006, and in any event, on the Closing Date, or such earlier date as may be required by the EnCana (Canada) Reorganization Transactions, as applicable, by the parties thereto:
The Transaction Agreements. In order to effect certain of the ---------- transactions contemplated by this Agreement, the following agreements (together with the Financing Agreements, collectively, the "Transaction Agreements") have been, or will be, entered into by the Persons referred to below:
The Transaction Agreements. The following are summaries of the material terms of the Merger Agreement, the Confidentiality Agreement (as defined below) and the Retention Agreements (as defined below). They have been included to provide investors and stockholders with information regarding the terms of such agreements. The following summaries do not purport to be complete and are qualified in their entirety by reference to the definitive agreements themselves, which have been filed as exhibits to the Schedule TO (or in case of the Retention Agreements, by Momenta to the Schedule 14D-9). Momenta stockholders and other interested parties should read the Merger Agreement, the Confidentiality Agreement and the Retention Agreements in their entirety for more complete descriptions of the terms summarized below. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8—“Certain Information Concerning Xxxxxxx & Xxxxxxx and Purchaser”. The Merger Agreement and the summary included below are not intended to provide any factual information about Momenta, its stockholders or executives, Xxxxxxx & Xxxxxxx or Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to the agreements and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and described in the following summary, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and to reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in a confidential disclosure letter that was provided by Momenta to Xxxxxxx & Xxxxxxx and Purchaser but is not filed with the SEC as part of the Merger Agreement. Investors and stockholders are not third party beneficiaries under the Merger Agreement. Accordingly, investors an...
The Transaction Agreements. Each of the Transaction Agreements has been duly authorized, executed and delivered by, and is a valid and binding agreement of, each of the Company and the Operating Partnership, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
The Transaction Agreements. Each of the Transaction Agreements has been duly authorized by the Company and the Subsidiaries, to the extent a party thereto, and, at the First Closing date, will have been executed and delivered by the Company and the Subsidiaries, to the extent a party thereto, and will constitute a legally valid and binding obligation of the Company and the Subsidiaries, to the extent a party thereto, enforceable against the Company and the Subsidiaries, to the extent a party thereto, in accordance with its terms, except in each case as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law.
The Transaction Agreements
