OTHERWISE ENFORCING THE OBLIGATIONS SET FORTH HEREIN.
(e)
The Hexion Releasees and the Apollo Releasees agree to use diligent efforts to
vigorously defend and contest any claim, action or proceeding in respect of
which indemnification could be sought under this Paragraph 7.
The Hexion
Releases and the Apollo Releasees agree that they will not settle, compromise or
consent to the entry of any judgment with respect to any claim, action or
proceeding in respect of which indemnification could be sought under this
Paragraph 7 without the prior written consent of the Huntsman Parties, which
consent shall not be unreasonably withheld.
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8.
REPRESENTATIONS AND WARRANTIES.
(A)
EACH OF THE PARTIES ACKNOWLEDGES, AGREES,
REPRESENTS AND WARRANTS TO THE OTHER PARTIES AND THE RELEASEES HEREUNDER THAT:
(I)
IT HAS NOT HERETOFORE ASSIGNED OR
TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY
CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO PARAGRAPH 5 OF THIS AGREEMENT;
(II)
THERE ARE NO LIENS OR CLAIMS OF LIEN, OR
ASSIGNMENTS IN LAW OR EQUITY OR OTHERWISE, OF OR AGAINST ANY CLAIM OR CAUSE OF
ACTION RELEASED PURSUANT TO PARAGRAPH 5 OF THIS AGREEMENT;
(III)
IT HAS DULY EXECUTED AND DELIVERED THIS
AGREEMENT AND IS FULLY AUTHORIZED TO ENTER INTO AND PERFORM THIS AGREEMENT AND
EVERY TERM HEREOF;
(IV)
IT HAS BEEN REPRESENTED BY LEGAL COUNSEL IN
THE NEGOTIATION AND JOINT PREPARATION OF THIS AGREEMENT, HAS RECEIVED ADVICE
FROM LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT AND IS FULLY AWARE OF THIS
AGREEMENT'S PROVISIONS AND LEGAL EFFECT;
(V)
IT ENTERS INTO THIS AGREEMENT FREELY,
WITHOUT COERCION, AND BASED ON ITS OWN JUDGMENT AND NOT IN RELIANCE UPON ANY
REPRESENTATIONS OR PROMISES MADE BY THE OTHER PARTY, APART FROM THOSE SET FORTH
IN THIS AGREEMENT; AND
(VI)
IT HAS THE AUTHORITY, AND HAS OBTAINED ALL
NECESSARY APPROVALS, INCLUDING BUT NOT LIMITED TO APPROVAL OF THE PARTIES'
RESPECTIVE BOARDS OF DIRECTORS, AS NECESSARY, TO ENTER INTO THIS AGREEMENT AND
ALL THE RELEASES, UNDERTAKINGS, COVENANTS, REPRESENTATIONS, WARRANTIES AND OTHER
OBLIGATIONS AND PROVISIONS CONTAINED IN THIS AGREEMENT.
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(B)
EACH OF THE PARTIES ACKNOWLEDGES THE
MATERIALITY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES.
9.
NO ADMISSION OR ACKNOWLEDGEMENT.
THE
HEXION PARTIES AND THE APOLLO PARTIES, ON THE ONE HAND, AND THE HUNTSMAN
PARTIES, ON THE OTHER HAND, DENY AND IN NO WAY ADMIT ANY LIABILITY TO EACH OTHER
WITH RESPECT TO ANY AND ALL MATTERS THAT WERE OR COULD HAVE BEEN ALLEGED IN THE
LITIGATIONS.
THIS AGREEMENT HAS BEEN MADE TO SPARE THE PARTIES THE BURDEN AND
EXPENSE OF FURTHER LITIGATION AND SHALL NOT BE CONSIDERED AN ADMISSION OF FACT,
ISSUE OF LAW OR LIABILITY BY ANY PARTY FOR ANY PURPOSE.
10.
MUTUAL NON-DISPARAGEMENT.
THE HUNTSMAN
PARTIES SHALL NOT MAKE OR KNOWINGLY ENCOURAGE ANY OTHER PERSON TO MAKE ANY
PUBLIC OR PRIVATE STATEMENT, WHETHER WRITTEN OR ORAL, THAT DISPARAGES, DEFAMES,
IS DEROGATORY ABOUT, OR MISREPRESENTS THE RIGHTS OF THE HEXION PARTIES AND/OR
THE APOLLO PARTIES IN CONNECTION WITH THE MATTERS ALLEGED IN OR THAT ARE THE