Mutual Representations Contract Clauses (21)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Mutual Representations clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Mutual Representations. (a) Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive's personal advisors. Executive further acknowledges that the Company and its advisors have not provided Executive with any legal or tax advice regarding this Agreement. 14 (b) Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) shall not constitute a viola...tion, default under, or conflict with, any agreement or other instrument to which he is a party or by which he is bound or any other legal obligation and (ii) as to his execution and delivery of this Agreement do not require the consent of any other person. (c) The Company represents and warrants to Executive that (i) the execution, delivery and performance of this Agreement by the Company has been fully and validly authorized by all necessary corporate action, (ii) the person signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this Agreement by the parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (d) Each party hereto represents and warrants to the other that this Agreement constitutes the valid and binding obligations of such party enforceable against such party in accordance with its terms. View More
Found in BRC Inc. contract
Mutual Representations. (a) Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive's personal advisors. Executive further acknowledges that the Company and its advisors have not provided Executive with any legal or tax advice regarding this Agreement. 14 (b) Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) shall not constitute a viola...tion, default under, or conflict with, any agreement or other instrument to which he is a party or by which he is bound or any other legal obligation and (ii) as to his execution and delivery of this Agreement do not require the consent of any other person. (c) The Company represents and warrants to Executive that (i) the execution, delivery and performance of this Agreement by the Company has been fully and validly authorized by all necessary corporate action, (ii) the person signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this Agreement by the parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (d) Each party hereto represents and warrants to the other that this Agreement constitutes the valid and binding obligations of such party enforceable against such party in accordance with its terms. 12 12. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (i) personally, (ii) by registered or certified mail, postage prepaid with return receipt requested, (iii) by facsimile with evidence of completed transmission, or (iv) delivered by overnight courier to the party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of: If to the Company: Six Flags Entertainment Corporation. 1000 Ballpark Way, Suite 400 Arlington, Texas 76011 Phone: (972) 595-5000 Attention: General Counsel If to Executive: [At the address on file with the Company] with a copy (which shall not constitute notice) to: Morrison Cohen LLP 909 Third Avenue, 27th floor New York, NY 10022 Attn: Jeff Laska Email: ***@*** 13. Assignment and Successors. This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the others, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that in the event of a Change in Control or any merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor, and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and such transferee or successor shall be required to assume such obligations by contract (unless such assumption occurs by operation of law). Anything herein to the contrary notwithstanding, Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive's death or judicially determined incompetence by giving the Company written notice thereof. In the event of Executive's death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. View More
Found in Six Flags contract
View Variation
Mutual Representations. Each Party hereby represents and warrants to the other that (a) it has the power, authority and right to enter into this Modification Agreement; (b) it has duly executed and delivered this Modification Agreement, and it constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms; and (c) it (i) knows of no Claims against the other Parties relating to or arising out of the Agreement that are not covered by the release contained in Section 6 and (ii) has... neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any Claims. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7 OF THIS MODIFICATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ANY OF THE OTHER PARTIES, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 7. The Parties declare that except as expressly set forth herein, no representation concerning the nature and extent of the matters covered by and released by this agreement by any other Party or any attorney, agent, or other representative acting on behalf of Parties, nor any representation by them regarding the nature and extent of the legal liability or financial responsibility of Parties, has induced them to make this settlement or enter into this Modification Agreement. In deciding to enter into this Modification Agreement, Parties declare that they have had the opportunity to ask all questions, review all documents and make all investigations into facts that they have deemed necessary to enter into this Modification Agreement, and have taken into consideration and ascertained the possibility of the foregone amounts hereunder and any other unascertained compensatory, exemplary, punitive, or statutory damages. The Parties agree that they are 5 entering into this Modification Agreement as a resolution of all unknown and unanticipated damages resulting from the Agreement and the matters and circumstances in connection therewith, or otherwise arising between the Parties whether known or unknown, and the Parties agree that they are executing this Modification Agreement and consummating the transactions contemplated hereby as a resolution of all possible damages that could be awarded to the Parties. Each Party acknowledges that either he/it or his/its authorized agent(s) has read the foregoing, understands its contents, has had the opportunity to discuss its contents with counsel of their own choosing, and has signed this Modification Agreement of his/its own voluntary act. View More
Found in TPCO Holding Corp. contract
Mutual Representations. Each Party hereby represents and warrants to the other that (a) it has the power, authority and right to enter into this Modification Termination Agreement; (b) it has duly executed and delivered this Modification Termination Agreement, and it constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms; and (c) it (i) knows of no Claims against the other Parties relating to or arising out of the Agreement that are not covered by the release contained i...n Section 6 3 and (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any Claims. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7 4 OF THIS MODIFICATION TERMINATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ANY OF THE OTHER PARTIES, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 7. 4. The Parties declare that except as expressly set forth herein, no representation concerning the nature and extent of the matters covered by and released by this agreement by any other Party or any attorney, agent, or other representative acting on behalf of Parties, nor any representation by them regarding the nature and extent of the legal liability or financial responsibility of Parties, has induced them to make this settlement or enter into this Modification Termination Agreement. In deciding to enter into this Modification Termination Agreement, Parties declare that they have had the opportunity to ask all questions, review all documents and make all investigations into facts that they have deemed necessary to enter into this Modification Termination Agreement, and have taken into consideration and ascertained the possibility of the foregone amounts hereunder and any other unascertained compensatory, exemplary, punitive, or statutory damages. The Parties agree that they are 5 entering into this Modification Termination Agreement as a resolution of all unknown and unanticipated damages resulting from the Agreement and the matters and circumstances in connection therewith, or otherwise arising between the Parties whether known or unknown, and the Parties agree that they are executing this Modification Termination Agreement and consummating the transactions contemplated hereby as a resolution of all possible damages that could be awarded to the Parties. Each Party acknowledges that either he/it or his/its authorized agent(s) has read the foregoing, 3 understands its contents, has had the opportunity to discuss its contents with counsel of their own choosing, and has signed this Modification Termination Agreement of his/its own voluntary act. View More
Found in TPCO Holding Corp. contract
View Variation