Representation and Warranty Clause Example from Business Contracts
This example Representation and Warranty clause appears in
7 contracts
from
1 company
Representation and Warranty. 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) such Subject Party has full power and capacity to execute and deliver, and to perform all of such Subject Party's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of such Subject Party's obligations hereunder will result directly or indirectly in a violation or bre...ach of any agreement or obligation by which such Subject Party is a party or otherwise bound. By entering into this Agreement, each Subject Party certifies and acknowledges that such Subject Party has carefully read all of the provisions of this Agreement, and that such Subject Party voluntarily and knowingly enters into this Agreement. 3 5. Remedies. The covenants and undertakings of the Subject 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. Each Subject Party agrees that, in the event of any breach or threatened breach by such Subject Party of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to 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: (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 posting bond or security, which each Subject Party expressly waives; and (ii) recovery of the Covered 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 Covered Party in connection with any such breach or threatened breach. Each Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with 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
