Additional Representations and Warranties of the Parties. (a) Each Party represents and warrants that it has full authority to enter into this Agreement, and to fully perform its obligations hereunder.
Additional Representations and Warranties of the Parties. Each of CPII and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.
Additional Representations and Warranties of the Parties. Section 20.1 Department Warranty Section 20.2 QESP Warranty
Additional Representations and Warranties of the Parties. (a) Each party purchasing securities hereunder represents to the other that (i) it has such knowledge and experience in financial and business matters and in private placement transactions of securities of companies in a similar stage of development as the other party that it is capable of evaluating the merits and risks of the investment contemplated by such purchasing party under this Agreement and making an informed investment decision with respect thereto, (ii) it is able to bear the economic risk of such investment and can afford to sustain a substantial loss on such investment, (iii) it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act, (iv) it is purchasing the securities purchased by it hereunder for its own account, for investment only and not with a view to, or any present intention of, effecting a resale ordistribution of or selling or granting any participation in such securities or any part thereof, (v) it realizes that the basis for any exemption pursuant to which the securities such party is purchasing hereunder have been issued may not be present if, notwithstanding the representations made by such party hereunder, such party has in mind merely acquiring the securities is is purchasing hereunder for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise and (vi) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to such securities. Each party acknowledges that the securities purchased by it hereunder have not been registered under the Securities Act or the securities laws of any state or other jurisdiction in reliance on an exemption from registration thereunder and reliance on such exemption by the issuer of such securities is predicated on the representations and warranties set forth in this Agreement. Furthermore, each party purchasing securities hereunder acknowledges that such securities cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available.
Additional Representations and Warranties of the Parties. 1. The Parties agree that the nature of their relationship is that of Publisher as principal and Apple as agent, or Publisher as principal and Apple as commissionaire, as the case may be.
Additional Representations and Warranties of the Parties a. RIGHTS HOLDER represents and warrants that it owns or controls, or has the full legal authority to act on behalf of any and all owners, of all right, title and interest in and to the RIGHTS HOLDER Content.
Additional Representations and Warranties of the Parties. Each party hereby represents and warrants to the other party that it has all necessary permissions, permits, franchises, authorizations and other corporate or other organizational or legal authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation enforceable against such party in accordance with its terms, except as such obligation may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, and/or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each party hereby represents and warrants to the other party that no agreement, contract, easement, instrument, mortgage, encumbrance, or other document or grant of rights to which such party is currently a party conflicts with its obligations or the other party hereto’s rights under this Agreement, and such representing party’s entry into and performance of this Agreement will not cause any default under any of the foregoing.
Additional Representations and Warranties of the Parties. (a) Each party represents and warrants that it shall obtain, maintain and preserve any licenses, permits or other authorizations necessary for the party to conduct its business in accordance with this Agreement. Both parties shall comply in all material respects with all of their respective obligations under applicable federal, state and local laws including, without limitation, the Food, Drug and Cosmetic Act, the Medical Device Amendments of 1976, the Safe Medical Devices Act of 1990, and similar foreign laws, rules and regulations, including, without limitation, the European Medical Device Directive.
Additional Representations and Warranties of the Parties. The Parties hereby represent and warrant to one another and to the Alamo Surviver Members, that all of the representations and warranties made herein are true, complete, and correct in all respects as of the date hereof and will be as of the Closing Date, as follows:
Additional Representations and Warranties of the Parties. Each of TriStar and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; and (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein. TriStar and the Seller acknowledge that "preferred film interests" (exclusive of the Films or the Interest) acquired by the Joint Venture from TriStar, which entitled the Joint Venture to payments based on the gross proceeds of certain films, ceased to exist on December 31, 1996 and, therefore, are not a part of any sale, transfer, set over or assignment under this Agreement.
