LDSR Clause Samples
The LDSR (Limitation of Damages, Settlement, and Release) clause primarily serves to restrict the amount and types of damages that can be claimed by parties in the event of a dispute, and may also address how settlements are handled and when parties are released from further liability. In practice, this clause might cap liability at a certain dollar amount, exclude certain types of damages like consequential or punitive damages, and specify the conditions under which a party is considered fully released after a settlement is reached. Its core function is to allocate and limit risk between the parties, providing predictability and protecting parties from potentially excessive or unforeseen liabilities.
LDSR. LDSR hereby represents and warrants to Smea2z as follows as of the Effective Date:
(a) The execution, delivery, and performance of this Agreement by LDSR is within LDSR’s corporate power and has been duly authorized by all necessary corporate action.
(b) This Agreement constitutes a valid and legally binding agreement enforceable against LDSR in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and other laws affecting creditors’ rights generally and to general equitable principals.
(c) The Note constitutes a valid and legally binding obligation of LDSR, enforceable against LDSR in accordance with the terms thereof subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and other laws affecting creditors’ rights generally and to general equitable principals.
LDSR. WALA, INC., LANDSTAR, INC.,
LDSR. LDSR hereby represents and warrants to Blue Citi as follows as of the Effective Date:
(a) The execution, delivery, and performance of this Agreement by LDSR are within LDSR’s corporate power and have been duly authorized by all necessary corporate action.
(b) This Agreement constitutes a valid and legally binding agreement and obligation of LDSR, enforceable against LDSR in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and other laws affecting creditors’ rights generally and to general equitable principals.
(c) As of the Effective Date, the consummation by LDSR of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:
(i) Violate any judgment, statute, law, code, act, order, writ, rule, ordinance, regulation, governmental consent or governmental requirement, or determination or decree of any arbitrator, court, or other governmental agency or administrative body, which now or at any time hereafter may be applicable to and enforceable against the relevant party, work, or activity in question or any part thereof (collectively, “Requirement of Law”) applicable to or binding upon LDSR or any of its assets;
(ii) Violate (i) the terms of the Articles of Incorporation or Bylaws of LDSR; or, (ii) any material agreement, contract, mortgage, indenture, b▇▇▇, ▇▇▇▇, note, or other material instrument or writing binding upon LDSR or to which LDSR is subject; or
(iii) Accelerate or constitute an event entitling the holder of any indebtedness of LDSR to accelerate the maturity of such indebtedness or otherwise constitute an event of default under such indebtedness.
(d) LDSR is expressly not relying on any oral representations made by Blue Citi or any of its agents.