Parties’ Representations and Warranties Sample Clauses

Parties’ Representations and Warranties. Licensee and Licensor each represent and warrant to the other as follows.

Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows: 1. Each Party has full power, authority, and right to perform its obligations under the Agreement. 2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). 3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Developer hereby represents and warrants as follows: 1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed. 2. The Developer has the experience and ability to perform the Services required by this Agreement. 3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine. 4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations. 5. The Services required by this Agreement shall be performed by the Developer, and the Company shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services. 6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff. (c) The Company hereby represents and warrants as follows: 1. The Company will make timely payments of amounts earned by the Developer under this Agreement and as detailed in Exhibit A hereto. 2. The Company shall notify the Developer of any changes to its procedures affecting the Developer’s obligations under this Agreement at least three days prior to implementing such changes. 3. The Company shall provide such other assistance to the Developer as it deems reasonable and appropriate.

Parties’ Representations and Warranties. The Parties, and each of them, represent and warrant: 5.2.1 That they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel, that in agreeing to this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and that, except as expressly provided herein, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoing matters by any Party or by any Person representing any Party to this Settlement Agreement. Each of the Parties assumes the risk of mistake as to facts or law; and 5.2.2 That they have had the opportunity to carefully read the contents of this Settlement Agreement, have in fact carefully reviewed the Settlement Agreement, and have freely agreed to the Settlement. The Parties and each of them further represent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary.

Parties’ Representations and Warranties. The Parties, and each of them, represent and warrant as follows, each acknowledging that each is relying on these representations and warranties in entering into this Settlement Agreement: 5.2.1 That they have conducted voluminous discovery and have diligently prepared for trial pursuant to the Court’s orders; that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel, with the assistance of an experienced mediator; that in executing this Settlement Agreement they are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel concerning the nature, extent and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and that, except as otherwise explicitly set forth in this Settlement Agreement, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoing matters by any Party or by any Person representing any Party to this Settlement Agreement. Each Party assumes the risk of mistake as to facts or law, except for the express representations and warranties set forth in this Settlement Agreement. 5.2.2 That they have carefully read the contents of this Settlement Agreement, and this Settlement Agreement is signed freely by each Person executing this Settlement Agreement on behalf of each of the Parties. The Parties, and each of them, further represent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary. 5.2.3 That in entering into this Settlement Agreement, the Plaintiffs have not relied on any representations or arguments by the Defendants that a class can, could, or should be certified for any purpose; that the Plaintiffs would not be prejudiced if (i) this Settlement were not approved or such approval were reversed on appeal and (ii) the Defendants were later to object to the certification of any proposed class in this action; and that in the event that this Settlement does not become Final, the Plaintiffs will not assert that the Defendants are equitably or judicially estopped from contesting the certification of any class in this Action.

Parties’ Representations and Warranties. 5.1.1 Without prejudice to any other representations and warranties contained in this Agreement, each Party hereby represents and warrants, severally and not jointly, on behalf of such Party only to the other Parties as follows: a. except if such a Party is a natural person and not a legal entity or (limited) partnership, it is duly organized, and validly existing under the laws of its incorporation or formation, and has all requisite corporate power and authority to own its property and to carry on its business as it is now being conducted; b. it has full power and authority (corporate or otherwise) to enter into, execute, deliver and carry out the terms of this Agreement and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary corporate action and are not in violation of its articles of association or other governing documents, as far as applicable; and c. this Agreement constitutes its legal and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by other principles of general applicability. 5.1.2 Without prejudice to any other representations and warranties contained in this Agreement, each Subscriber hereby represents and warrants, severally and not jointly, on behalf of such Subscriber to the Company as follows: a. This Agreement is made with the Subscribers in reliance upon the Subscriber’s representation to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Series B Shares to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Subscriber further represents that the Subscriber does not presently 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 any of the Series B Shares. Except as disclosed to the Company, the Subscriber has not been formed for the specific purpose of acquiring the Series B Shares. b. The Subscriber has had an oppo...

Parties’ Representations and Warranties. 5.1.1. Named Plaintiffs represent and warrant, on behalf of themselves and the Settlement Class, that they shall have no surviving claim or cause of action against any of the Releasees for the Released Claims against them. 5.1.2. The Parties, and each of them, represent and warrant that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel and in executing this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and each Party assumes the risk of and unconditionally waives any and all claims or defenses arising out of any alleged mistake as to facts or law. 5.1.3. The Parties, and each of them, represent and warrant that they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this Settlement Agreement and all of the matters pertaining thereto as they deem necessary; and this Settlement Agreement is executed freely by each Person executing it on behalf of each of the Parties.

Parties’ Representations and Warranties. 3.1 Each Party hereby represents and warrants to the other Party that it has full and independent legal status and legal capacity to execute, deliver this Agreement and perform the obligations hereunder, and shall not violate any relevant laws, regulations or government orders, or conflict with any contract or agreement to which it is a Party or on which its assets are binding. 3.2 After signing this Agreement, neither Party may engage in any action that conflicts with the performance of this Agreement.

Parties’ Representations and Warranties. The Parties, and each of them, represent 12 and warrant as follows, and each Party acknowledges that each other Party is relying on these 13 representations and warranties in entering into this Agreement: 14 a) The Parties have diligently investigated the claims in this Action; that they 17 upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-selected counsel, concerning the nature, extent and duration of their 19 rights and claims xxxxxxxxx and regarding all matters that relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreement, they have not been influenced 21 to any extent whatsoever in executing this Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any Party or by any person 23 representing any Party. Each Party assumes the risk of mistake as to facts or law; 24 b) The Parties have carefully read the contents of this Agreement and this 25 Agreement is signed freely by each signatory executing the Agreement on behalf of the 26 applicable Party. The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has made such investigation of the facts pertaining to this 1 Settlement, this Agreement, and all of the matters pertaining thereto, as he, she, or it 2 deems necessary; 3 c) That Plaintiffs have not assigned or otherwise transferred any interest in any 4 Released Claim against any Defendant Released Parties, and that they shall not assign or 5 otherwise transfer any interest in any Released Claims; and 6 d) Plaintiffs, on behalf of themselves and the Class, will have no surviving 7 claims or causes of action against any of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective Date.

Parties’ Representations and Warranties. 10.1.1. Each Party declares and warrants to the other Party as of the Effective Date that: a) it has the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and b) has been duly authorized to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar situation affecting creditors' rights; and