Independence of Covenants and Representations and Warranties Clause Samples

Independence of Covenants and Representations and Warranties. All covenants hereunder and under the Asset Purchase Agreement shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties under the Asset Purchase Agreement shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation and warranty hereunder.

Independence of Covenants and Representations and Warranties. ‌ All covenants hereunder shall be given independent effect so that if a certain ac- tion or condition constitutes a default under a certain covenant, the fact that such action or condi- tion is permitted by another covenant shall not affect the occurrence of such default, unless ex- pressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the in- correctness or a breach of such initial representation or warranty. Section 15.08 No Strict Construction.‌ The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agree- ment shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Independence of Covenants and Representations and Warranties. All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation and warranty hereunder. Each representation, warranty and covenant shall be given independent effect so that if a particular representation, warranty or covenant is breached the fact that another representation, warranty or covenant pertaining to the same or similar subject matter is not breached will not affect the breach or enforceability of such representation, warranty or covenant.

Independence of Covenants and Representations and Warranties. All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant; provided that if a certain action requires consent with respect to a certain conduct hereunder and the party required to grant consent to such action in order for the other party to avoid a breach of such covenant grants such consent in accordance with the requirements of this Agreement, such granted consent shall be deemed granted as well hereunder with respect to any additional covenant for which a consent would be required in order to avoid a covenant breach. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty is breached, the fact that another representation or warranty concerning the same or similar subject matter is not breached shall not affect a breach of the particular representation and warranty hereunder.

Independence of Covenants and Representations and Warranties. 56 2622060_1.DOC 5 RECAPITALIZATION AGREEMENT (as amended, modified or supplemented, this "Agreement"), dated as of August 13, 1999, by and among CONVERGENT GROUP CORPORATION, a Delaware corporation (the "Company"), certain shareholders of the Company listed on the signature pages hereto (the "Responsible Shareholders"), Scot▇ ▇. ▇▇▇▇▇▇, ▇▇lely in his capacity as the Shareholders' Representative, the Investors listed on Schedule I hereto (the "Investors") and INSIGHT CAPITAL PARTNERS III, L.P., solely in its capacity as the Investors' Representative.

Independence of Covenants and Representations and Warranties. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation and warranty hereunder. The Exhibits and the Disclosure Schedule attached hereto are hereby made part of this Agreement in all respects. Section references in the Disclosure Schedule refer to the specific Section of the Agreement with respect to which the Companies, the Kapadias and the Shareholder are making a disclosure. A disclosure under one Section referenced in the Schedule relates only to the Section of the Agreement referenced, and not to any other Section of the Agreement, unless expressly so stated, or a cross-reference is made from one Section of the Schedule to another Section of the Schedule. * * *

Independence of Covenants and Representations and Warranties. 21 SECTION 16. SEVERABILITY........................................................................................21

Independence of Covenants and Representations and Warranties. 48 (ii) SCHEDULES AND EXHIBITS Schedule I Shareholders of CPI Holding Corporation Schedule II Notices Annex I Definitions Exhibit A Restated Certificate of Incorporation Exhibit B Escrow Agreement Exhibit C Highly Confident Letter issued by Donaldson Lufkin & Jenrette Exhibit D Opinion of Counsel to the ▇▇▇▇▇▇▇ ▇nd the Sha▇▇▇▇▇▇▇▇s Exhibit E Opinion of Counsel to the Buyer STOCK PURCHASE AGREEMENT dated as of June 18, 1999, among BERRY PLASTICS CORPORATION, a Dela▇▇▇▇ corporation (the "Buyer") CPI HOLDING CORPORATION, a Delaware corporation ("Holding"), CARDINAL PACKAGING, INC., an Ohio corporation (the "Company"), and THE HOLDERS OF COMMON STOCK OF HOLDING NAMED ON SCHEDULE I ATTACHED HERETO (each, a "Shareholder", and collectively the "Shareholders"). The Company is engaged in the business of manufacturing, marketing and selling rigid thin-walled polyethylene and polypropylene containers and lids, and marketing, selling and leasing filling machine equipment. Pursuant to the terms and conditions of this Agreement (this "Agreement"), the Shareholders desire to sell, and the Buyer desires to purchase, all of the issued and outstanding shares of common stock, $0.01 par value, of Holding not owned of record by Holding. Capitalized terms used but not defined herein have the meanings set forth in ANNEX I hereto.

Independence of Covenants and Representations and Warranties. All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty.