Representations by Contributors Clause Samples
The 'Representations by Contributors' clause requires individuals or entities contributing to a project, work, or agreement to affirm certain facts about their contributions. Typically, this means contributors must confirm that their work is original, does not infringe on third-party rights, and that they have the authority to make the contribution. This clause helps protect the recipient or project owner from legal risks by ensuring that all contributions are legitimate and free from encumbrances, thereby allocating risk and promoting trust among all parties involved.
Representations by Contributors. Each Contributor hereby represents and warrants to the Operating Partnership that the following statements are true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
Representations by Contributors. Each Contributor (except as otherwise indicated herein) hereby represents and warrants unto the Acquiror, jointly and severally, that each and every one of the following statements is true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date.
Representations by Contributors. (a) Each Contributor that is not an individual hereby represents and warrants unto AEGIS that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date. Such Contributor is an entity duly organized, validly existing and in good standing under the laws of the State of its formation as set forth on page 1 of this Agreement and is duly qualified to do business in the States in which it is required to do so. Such Contributor has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by the Contributor of its obligations under this Agreement require no further action or approval of Contributor, its shareholders, directors, partners or members, as the case may be, or of any other individuals or entities in order to constitute this Agreement a binding and enforceable obligation of the Contributor. The Contributor has obtained each and every consent, approval, permit or order of, and has made each and every filing with, any individual, partnership, corporation, trust or other entity, government agency or political subdivision required to be obtained or made in connection with: (A) its execution, delivery and performance of this Agreement and (B) its consummation of the transactions contemplated hereby. This Agreement is the legal, valid and binding obligation of the Contributor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement thereof or relating to creditors' rights generally.
(b) Each Contributor hereby represents and warrants unto AEGIS that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
(i) Such Contributor is not a foreign corporation or person (as that term is defined in the Code and Income tax regulations).
(ii) Neither the entry into nor the performance of, or compliance with, this Agreement by the Contributor has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under the articles of incorporation ...
Representations by Contributors. Each Contributor hereby severally, but not jointly, represents and warrants to the Operating Partnership that the following statements are true, correct, and complete as of the date of this Agreement and, subject to the provisions of the Third Amendment, will be true, correct, and complete as of the Closing Date: