Representation and Warranty Clause Example with 8 Variations from Business Contracts

Representation and Warranty. The Each Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the such Subject Party has full power and capacity to execute and deliver, and to perform all of the such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the such Subject Party's obligations hereunder will result directly or indirectly in a ...violation or breach of any agreement or obligation by which the such Subject Party is a party or otherwise bound. By entering into this Agreement, the each Subject Party certifies and acknowledges that the such Subject Party has carefully read all of the provisions of this Agreement, and that the such Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Subject Party Parties hereby represents jointly and warrants, severally represent and warrant, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the each Subject Party has full power and capacity to execute and deliver, and to perform all of the such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the a Subject Party's obligations hereunder... will result directly or indirectly in a violation or breach of any agreement or obligation by which the a Subject Party is a party or otherwise bound. By entering into this Agreement, the each Subject Party certifies and acknowledges that the such Subject Party has carefully read all of the provisions of this Agreement, and that the such Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Each of the Subject Party Parties hereby represents and warrants, jointly and severally, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) each of the Subject Party Parties has full power and capacity to execute and deliver, and to perform all of the such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the Subject Party's Parties' obligatio...ns hereunder will result directly or indirectly in a violation or breach of any agreement or obligation by which either of the Subject Party Parties is a party or otherwise bound. By entering into this Agreement, each of the Subject Party Parties certifies and acknowledges that the Subject Party Parties has carefully read all of the provisions of this Agreement, and that the Subject Party Parties voluntarily and knowingly enters enter into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform all of the Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the Subject Party's obligations hereunder will result directly or indirectly in a violation or breach ...of any agreement or obligation by which the Subject Party is a party or otherwise bound. bound; and (c) the limitations of length of time, geography, and scope of activity agreed to in this Agreement are reasonable because, among other things, the Company is engaged in a highly competitive industry, Subject Party has unique access to, and will continue to have access to, the trade secrets and know-how of the Company in the Business and otherwise, in the event Subject Party's employment with the Company will end, it would be able to obtain suitable and satisfactory employment without violation of this Agreement. By entering into this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants Agreement and undertakings of has had the Subject Party contained in this Agreement relate opportunity to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection consult with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated counsel with respect to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. Agreement. View More

Representation and Warranty. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform all of the Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the Subject Party's obligations hereunder will result directly or indirectly in a violation or breach ...of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform all of the Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the Subject Party's obligations hereunder will result directly or indirectly in a violation or breach ...of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages). The Subject Party hereby consents to the award of any of the above remedies to the applicable coved Party in connection with any such threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is allocated to this Agreement (or any other non-competition agreement with the Subject Party) shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Each Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the such Subject Party has full power and capacity to execute and deliver, and to perform all of the such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the such Subject Party's obligations hereunder will result directly or indirectly in a ...violation or breach of any agreement or obligation by which the such Subject Party is a party or otherwise bound. By entering into this Agreement, the each Subject Party certifies and acknowledges that the such Subject Party has carefully read all of the provisions of this Agreement, and that the such Subject Party voluntarily and knowingly enters into this Agreement. 4 3 5. Remedies. The covenants and undertakings of the Subject Party Parties contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Each Subject Party agrees that, in the event of any breach or threatened breach by the such Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Share Exchange Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the each Subject Party expressly waives (in addition to, waives; and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to (ii) recovery of the Covered Parties, including monetary damages). The Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. If sought and obtained in accordance with this Agreement, each Subject Party hereby consents to the award of any of the above remedies to the applicable coved Covered Party in connection with any such breach or threatened breach. The Each Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is any value attributed or allocated to this Agreement (or any other non-competition agreement with the such Subject Party) under or in connection with the Share Exchange Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. The Each Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the such Subject Party has full power and capacity to execute and deliver, and to perform all of the such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the such Subject Party's obligations hereunder will result directly or indirectly in a ...violation or breach of any agreement or obligation by which the such Subject Party is a party or otherwise bound. By entering into this Agreement, the each Subject Party certifies and acknowledges that the such Subject Party has carefully read all of the provisions of this Agreement, and that the such Subject Party voluntarily and knowingly enters into this Agreement. 4 5. Remedies. The covenants and undertakings of the Subject Party Parties contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Each Subject Party agrees that, in the event of any breach or threatened breach by the such Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain, obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Share Exchange Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the each Subject Party expressly waives (in addition to, waives; and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to (ii) recovery of the Covered Parties, including monetary damages). The Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. If sought and obtained in accordance with this Agreement, each Subject Party hereby consents to the award of any of the above remedies to the applicable coved Covered Party in connection with any such breach or threatened breach. The Each Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to the Subject Party under the Merger Agreement which is any value attributed or allocated to this Agreement (or any other non-competition agreement with the such Subject Party) under or in connection with the Share Exchange Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More