Representations and Authority Clause Samples

Representations and Authority. (a) Each Party represents and warrants that it is permitted by its respective corporate charter and incorporating documents to enter into this Agreement, and is not restrained, prevented or inhibited by any contract or arrangement to which it is a Party from entering into this Agreement or undertaking the obligations herein contained. Each signatory to this Agreement represents and warrants that he is duly authorised by the Party for and on whose behalf he is signing this Agreement to execute the same in a manner binding upon the said Party and that all corporate approvals and procedures necessary for vesting such authority in him have been duly obtained and complied with.

Representations and Authority. Each individual Party signing this AGREEMENT on behalf of a Party hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party’s execution of this AGREEMENT have been satisfied and that he or she has been authorized to sign this AGREEMENT and bind the Party on whose behalf he or she signs.

Representations and Authority. Unless attributed below to a specified party, each Party to this Agreement represents and warrants to each of the other Parties the following:

Representations and Authority. Each Party represents to the other Party as of the Effective Date: (i) there are no suits, proceedings, judgments, or orders by or before any governmental authority that materially adversely affect its ability to perform this Contract or the rights of the other Parties under this Contract; (ii) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Contract and perform its obligations under this Contract; (iii) the making and performance by it of this Contract is within its powers, and has been duly authorized by all necessary action on its part; (iv) this Contract constitutes a legal, valid, and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other laws affecting creditor’s rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending; and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. Producers and Gatherer jointly acknowledge and agree that (a) the movement of Dedicated Gas on the System under this Contract constitutes (and is intended to constitute for purposes of all applicable laws in effect in each state) a movement of the Dedicated Gas that is not subject to the jurisdiction of the Federal Energy Regulatory Commission pursuant to the Natural Gas Act [15 US Code § 717, et seq.] or Natural Gas Policy Act Section 311 [15 US Code § 3371], (b) the fees have been freely negotiated and agreed upon as a result of good faith negotiations and are not discriminatory or preferential, but are just, fair, and reasonable in light of the Parties’ respective covenants and undertakings in this Contract during the term of this Contract, and (c) neither Producers nor Gatherer had an unfair advantage over the other during the negotiation of this Contract.

Representations and Authority. Each of the Parties expressly represents and warrants that: a. the execution, delivery and performance of this Termination Agreement by it is within its corporate powers and is fully authorized by all necessary corporate action; b. the Person executing this Termination Agreement on its behalf has the necessary and appropriate authority to do so; c. there are no pending agreements, transactions or negotiations to which it is a party that prohibit the execution, delivery or performance of this Termination Agreement or would render this Termination Agreement or any part thereof void, voidable or unenforceable; and that none of the claims being released pursuant to this Termination Agreement have been previously assigned or transferred in any way to any Person; and d. it has entered into this Termination Agreement based upon its respective independent assessment of its rights and obligations under the Credit Agreement or the Master Agreement and Confirmation, as applicable, and, except for the representations made in this Termination Agreement, not based upon any representations made by any other Party.

Representations and Authority. Each Party represents and warrants that it is not aware of any claim that could have been, but was not, asserted in the Litigation, and is not currently aware of any claim that the Party could assert against any of the Released Parties, even if unrelated to the Litigation. Each Party represents and warrants that the person executing this Settlement Agreement on its behalf has full authority and capacity to execute this Settlement Agreement and to give the releases and other promises contained herein. Each Party represents and warrants that it has not heretofore assigned or otherwise transferred, or attempted to assign, or transfer, any claim or claims against any of the Released Parties, and that there is no other person or legal entity that has not executed this Settlement Agreement as a releasing party that has any interest in any such claim or claims against any of the Released Parties.

Representations and Authority. Each of the parties hereto represents and warrants that (a) there are no pending agreements, transactions, or negotiations to which it is a party that would render this Agreement or any part thereof void, voidable, or unenforceable and (b) it has entered into this Agreement based upon its own respective independent assessment of its rights and obligations under the Purchase Agreement after consultation with those of its representatives and/or advisors as it deems appropriate, and not based upon any representations or advice, whether accounting, tax or legal related or otherwise, made by the other party to this Agreement or such other party’s representatives or advisors.

Representations and Authority. By signing below or by using the Software, whichever occurs first, You represent that You have read this Agreement in its entirety and understand its terms and that You

Representations and Authority. The Parties represent and warrant as follows, which representations and warranties shall survive the execution and delivery of this Agreement: 33.1. River’s Edge expressly represents and warrants to DUSA that N▇▇▇ Laboratories, Inc. was and is the only manufacturer of NIC 750; 33.2. DUSA represents and warrants that it has maintained inventory of the Licensed Products in the normal course of its business and that current levels of its Licensed Product inventory conform to its past business practices. 33.3. DUSA represents and warrants that within the three (3) months preceding the Effective Date, it has not provided incentives on the Licensed Products in order to promote the sale of additional inventory that are not in the ordinary course of DUSA’s business. 33.4. River’s Edge represents and warrants that since October 3, 2007 it has not shipped, nor has it instructed its warehouse agent to ship any NIC 750 into the distribution chain. 33.5. The Parties and their authorized representatives signing this document have the right and authority to execute this Agreement; 33.6. The Parties have not sold, assigned, transferred, conveyed or otherwise disposed of any claims, demands, and obligations referred to in this Agreement; 33.7. The Parties hereby represent that all corporate action, and any other authorizations prerequisite to the execution and operation of this Agreement and the undertakings described herein have been taken or obtained by them. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will violate or conflict with the Articles of Incorporation (or any other charter documents) or the Bylaws (or like documents) of the Parties, or any provision of any agreement or other restriction of any kind to which either Party is a party or by which either Party is bound.