Representations and Authority. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. The Company hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or management agreement of the Company.
Representations and Authority. 27.(a) Each Party represents and warrants that it is permitted by its respective corporate charter and incorporating documents to enter into this Agreement, and is not restrained, prevented or inhibited by any contract or arrangement to which it is a Party from entering into this Agreement or undertaking the obligations herein contained. Each signatory to this Agreement represents and warrants that he is duly authorised by the Party for and on whose behalf he is signing this Agreement to execute the same in a manner binding upon the said Party and that all corporate approvals and procedures necessary for vesting such authority in him have been duly obtained and complied with.
Representations and Authority. Unless attributed below to a specified party, each Party to this Agreement represents and warrants to each of the other Parties the following:
Representations and Authority. Each individual Party signing this AGREEMENT on behalf of a Party hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party’s execution of this AGREEMENT have been satisfied and that he or she has been authorized to sign this AGREEMENT and bind the Party on whose behalf he or she signs.
Representations and Authority. Each Party represents and warrants that it is not aware of any claim that could have been, but was not, asserted in the Litigation, and is not currently aware of any claim that the Party could assert against any of the Released Parties, even if unrelated to the Litigation. Each Party represents and warrants that the person executing this Settlement Agreement on its behalf has full authority and capacity to execute this Settlement Agreement and to give the releases and other promises contained herein. Each Party represents and warrants that it has not heretofore assigned or otherwise transferred, or attempted to assign, or transfer, any claim or claims against any of the Released Parties, and that there is no other person or legal entity that has not executed this Settlement Agreement as a releasing party that has any interest in any such claim or claims against any of the Released Parties.
Representations and Authority. Each of the Parties expressly represents and warrants that:
Representations and Authority. Each Party represents to the other Party as of the Effective Date: (i) there are no suits, proceedings, judgments, or orders by or before any governmental authority that materially adversely affect its ability to perform this Contract or the rights of the other Parties under this Contract; (ii) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Contract and perform its obligations under this Contract; (iii) the making and performance by it of this Contract is within its powers, and has been duly authorized by all necessary action on its part; (iv) this Contract constitutes a legal, valid, and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other laws affecting creditor’s rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending; and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. Producers and Gatherer jointly acknowledge and agree that (a) the movement of Dedicated Gas on the System under this Contract constitutes (and is intended to constitute for purposes of all applicable laws in effect in each state) a movement of the Dedicated Gas that is not subject to the jurisdiction of the Federal Energy Regulatory Commission pursuant to the Natural Gas Act [15 US Code § 717, et seq.] or Natural Gas Policy Act Section 311 [15 US Code § 3371], (b) the fees have been freely negotiated and agreed upon as a result of good faith negotiations and are not discriminatory or preferential, but are just, fair, and reasonable in light of the Parties’ respective covenants and undertakings in this Contract during the term of this Contract, and (c) neither Producers nor Gatherer had an unfair advantage over the other during the negotiation of this Contract. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
Representations and Authority. 27.(a) Each Party represents and warrants that it is permitted by its respective corporate charter and incorporating documents to enter into this Agreement, and is not restrained, prevented or inhibited by any contract or arrangement to which it is a Party from entering into this Agreement or undertaking the obligations herein contained.
Representations and Authority. The Parties represent and warrant as follows, which representations and warranties shall survive the execution and delivery of this Agreement:
Representations and Authority. By signing below or by using the Software, whichever occurs first, You represent that You have read this Agreement in its entirety and understand its terms and that You have the full right, capacity and authority to enter into this Agreement on behalf of the Party indicated below by his or her name and agree on behalf of such Party that such Party will be bound by these terms.
