REPRESENTATIONS, COVENANTS AND WARRANTIES Clause Samples
The "Representations, Covenants and Warranties" clause sets out the statements of fact, ongoing promises, and assurances made by the parties to a contract. In practice, this clause requires each party to confirm certain facts are true at the time of signing (representations), to commit to specific actions or refrain from certain behaviors during the contract term (covenants), and to guarantee the truth of particular statements for the duration of the agreement (warranties). Its core function is to allocate risk and establish a basis for legal recourse if any of the stated facts or promises prove false or are breached, thereby ensuring trust and clarity between the parties.
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows (all references to "Subsidiary" and "Subsidiaries" in this paragraph 8 shall be deemed omitted if the Company has no Subsidiaries at the time the representations herein are made or repeated):
REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders that:
(a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;
(b) The Company has the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
(c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.
REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) Each of Borrower, Original Indemnitor, Assumptor and Substitute Indemnitor (each as to itself only) hereby represents and warrants to Noteholder that the execution, delivery and performance of this Assumption Agreement and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite company, partnership or corporate action and do not and will not violate its charter, its partnership agreement, its articles of organization and operating agreement, or its bylaws and articles of incorporation, its trust agreement, as the case may be.
(b) Borrower and Original Indemnitor (each as to itself only) represent and warrant to Noteholder, Assumptor and Substitute Indemnitor that neither of them is in default under the Loan Documents as of the date of execution of this Assumption Agreement.
(c) Noteholder represents and warrants, that after giving effect to the terms of this Assumption Agreement, there exists no event of default based upon failure to make payments on the Note as and when due.
(d) Without limiting the provisions of this Assumption Agreement and the Loan Documents, Assumptor hereby represents, warrants and covenants unto Noteholder as of the date hereof that Assumptor complies and will comply with Section 4.3 of the Security Instrument.
(e) Substitute Indemnitor hereby represents and warrants to Noteholder that there has been no adverse change in the financial position of the Substitute Indemnitor from the financial position of the Substitute Indemnitor as set forth in the financial information provided by Substitute Indemnitor to OCM in connection with this transaction.
(f) Assumptor and Substitute Indemnitor hereby represent and warrant to Noteholder that all funds provided by Assumptor's constituents to Assumptor are in the form of capital contributions and are not loans to Assumptor. Assumptor and Substitute Indemnitor hereby represent and warrant to Noteholder that neither the Property nor the membership interests in Assumptor have been pledged or encumbered in connection with the acquisition of the Property by Assumptor.
(g) Substitute Indemnitor hereby covenants unto Noteholder that at all times
REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1 Either of the Parties represents, covenants and warrants to the other Party as follows:
11.1.1 It is a company lawfully established and duly existing;
11.1.2 It is qualified to conduct the transaction hereunder and such transaction is in line with its business scope;
11.1.3 It has full power to enter into this Agreement, and its authorized representative has obtained full authorization to execute this Agreement on behalf of it;
11.1.4 It has the ability to perform its obligations hereunder, and such performance will not violate any restrictions of legal documents binding upon it;
11.1.5 It is not subject to any liquidation, dissolution or bankruptcy procedures.
11.2 Party B covenants that during the valid term of this Agreement, Party B shall notify Party A of any change in Party B’s shareholding structure thirty days in advance.
11.3 Party B covenants that except as required for the works provided in this Agreement, Party B shall not use or copy the trademarks, signs or company names of Party A or its affiliates without Party A’s prior written consent.
11.4 Party B shall neither conduct, nor allow any third party to conduct any act or omission that is detrimental to Party A’s ownership of technology or any other intellectual property or any other rights of Party A.
REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.
REPRESENTATIONS, COVENANTS AND WARRANTIES. 15 8A. Organization.....................................................15 8B.
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants to the Purchaser as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Borrower represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. As an inducement to and to obtain the reliance of Buyer, Seller individually represents and warrants to Buyer as follows: