Representations And Sample Clauses
The 'Representations and' clause serves to set out the statements of fact or assurances made by one or both parties in a contract regarding certain key matters relevant to the agreement. Typically, these representations may cover issues such as the authority to enter into the contract, the accuracy of financial information, or the absence of undisclosed liabilities. By including these statements, the clause helps ensure that both parties are entering the agreement based on accurate and reliable information, thereby allocating risk and providing grounds for remedies if any representation proves to be false.
Representations And. WARRANTIES
Representations And. WARRANTIES Borrower represents and warrants as follows:
Representations And. WARRANTIES OF F&M
Representations And. Undertakings : By signing this Agreement the Borrower shall be deemed to:
(a) make representations to and in favour of the Bank in the terms contained in Schedule 3; and
(b) undertake to and in favour of the Bank in the terms set out in Schedule 4.
Representations And. WARRANTIES OF THE REDEEMING STOCKHOLDERS ---------------------------------------- The Redeeming Stockholders, individually and not jointly and severally, represent and warrant to CII and the New Investors, and CII and the New Investors in agreeing to consummate the transactions contemplated by this Agreement have relied upon such representations and warranties, that:
Representations And. Warranties of the Company. The Company represents and warrants to and agrees --------------------------- with each of the Underwriters that:
Representations And. WARRANTIES Seller hereby represents and warrants ------------------------------- to and from the benefit of Buyer as follows:
5.1.1 To Seller's Knowledge, there are no, and Seller has received no notification of any, suits (including, without limitation, condemnation or eminent domain proceedings or actions), hearings, governmental investigations or other legal proceedings (collectively "Proceeding") pending or threatened against Seller, before any court or governmental department or agency in any way relating to the Property. As used herein, the term "Proceeding" shall not include any proceedings to obtain zoning, annexation, or other governmental approvals with respect to the Property which do not involve the possibility of claims for liability or damages against Seller or the Property. To Seller's Knowledge, there is no pending or threatened proceeding in eminent domain relating to or affecting the Property. Seller has not received any offer ("Offer") from any public or quasi-public authority, having powers of eminent domain over the Property, to purchase or acquire the Property or any portion thereof or interest therein which might lead to a proceeding in eminent domain with respect to the Property. Seller has received no notification ("Notification") that Seller is subject to or in default with respect to, any order, writ, injunction or decree of any court or governmental department or agency directed specifically to Seller relating to the use of the Property. Seller shall give Buyer immediate written notice of any Proceeding, Offer or Notification which may occur prior to the Closing.
5.1.2 Seller is not the subject of any insolvency or bankruptcy proceedings at law or in equity or otherwise, the result of which might affect title to the Property or the right of Seller to transfer and convey, or cause to be transferred and conveyed, the Property to Buyer.
5.1.3 There are no leases, subleases or licenses or occupancy agreements of any kind affecting the Property, other than leases made by Seller to family members in connection with the formation of a business improvement district affecting the Property (the "BID"), all of which shall be terminated at or before the Closing.
5.1.4 Seller has full right, power and authority to enter into this Agreement and to transfer and convey title to the Property to Buyer and to consummate all transactions contemplated hereby.
5.1.5 Seller has previously disclosed to Buyer or shall, on or before November 26, 1997, di...
Representations And. Warranties by the Company. The Company represents and warrants to each U.S. Underwriter and to the Selling Shareholder, and agrees with each U.S. Underwriter and the Selling Shareholder, as follows:
Representations And. The Company acknowledges that each delivery of an Issuance Notice and each delivery of Shares on a Settlement Date shall be deemed to be (i) an affirmation to the Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such Issuance Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and (ii) an undertaking that the Company will advise the Agent if any of such representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).
Representations And. CERTIFICATIONS The following representations and certifications are material representations relied upon by ▇▇▇▇▇ in making award to Seller. Seller shall notify Buyer of any change of circumstances affecting representations and certifications made by Seller. The representations and certifications as set forth below omit several choices that appear in the FAR version. By executing this Purchase Order, Seller represents that it has considered the full FAR version of the representations and certifications before executing this Purchase Order and affirms that the representations and certifications below are accurate. Applicable only if this Purchase Order exceeds $100,000.
(a) The definitions and prohibitions contained in the clause at FAR 52.203-12 (September 2007), Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation, are hereby incorporated by reference in paragraph (b) of this certification.
(b) Seller, by signing its offer, hereby certifies to the best of his or her knowledge and belief that on or after December 23, 1989 –
(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement;
(2) If any funds other than Federal funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the Seller shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to the Government Contracting Officer; and
(3) Seller will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.
(c) Submission of this certification and disclosure is a prerequisite fo...