Common use of Representations and Authority Clause in Contracts

Representations and Authority. Each of the Parties expressly represents and warrants that: a. the execution, delivery and performance of this Termination Agreement by it is within its corporate powers and is fully authorized by all necessary corporate action; b. the Person executing this Termination Agreement on its behalf has the necessary and appropriate authority to do so; c. there are no pending agreements, transactions or negotiations to which it is a party that prohibit the execution, delivery or performance of this Termination Agreement or would render this Termination Agreement or any part thereof void, voidable or unenforceable; and that none of the claims being released pursuant to this Termination Agreement have been previously assigned or transferred in any way to any Person; and d. it has entered into this Termination Agreement based upon its respective independent assessment of its rights and obligations under the Credit Agreement or the Master Agreement and Confirmation, as applicable, and, except for the representations made in this Termination Agreement, not based upon any representations made by any other Party.