Common use of Representations General Clause in Contracts

Representations General. Each party to this Agreement hereby represents and warrants to the other parties to this Agreement that (a) such party has all power and authority necessary to enter into this Agreement, to bind all parties, persons, or entities for whom such party acts, and to carry out and perform this Agreement according to its terms; (b) this Agreement is binding and enforceable upon such party; (c) no consent, approval, authorization, or order of, and no notice to, or filing with, any court, governmental authority, person, or entity is required for the execution, delivery, and performance by such party of this Agreement that has not been obtained; (d) the execution, delivery, and performance of this Agreement will not conflict or contravene any contract obligations that such party has; (e) such party is not relying on, and expressly disclaims the existence of or any reliance upon any oral or written representation, promise, statement, opinion, or other act or omission made to such party other than those expressly set forth in writing in this Agreement, such party has received all information that is material to such party related to this Agreement, and such party has had the benefit of counsel of such party's own choice and has been afforded the opportunity to independently review and understand this Agreement, with such party's chosen counsel; (f) the parties have entered into this Agreement freely and without duress after having independently consulted with their own counsel; and (g) this Agreement has been actually negotiated by and between the parties, is jointly drafted by their respective counsel, and shall not be construed against any party hereto.