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. 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. (a) The Adviser hereby represents and warrants as follows:
i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;
ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and
iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party.
(b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect:
i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;
ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and
iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law.
(c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows:
i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;
ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund;
iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”);
iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement;
v. The securities included in the Allocated Assets are held in account(s) that belong to th...
REPRESENTATIONS, COVENANTS AND WARRANTIES. 22 8A. Organization ............................................. 22 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. 7.1 Contractor represents, covenants and warrants to EnviroSpark that:
(a) Contractor has the right to enter into this Agreement and to perform fully all of Contractor's obligations in this Agreement;
(b) Contractor’s entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party;
(c) Contractor has the required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”);
(d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
(e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations (including, without limitation, the Occupational Safety and Health Act of 1970, as amended, and the regulations promulgated thereunder, collectively referred to as “OSHA”) and the Immigration Reform and Control Act of 1986 as amended and regulations promulgated thereunder;
(f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create or permit to exist in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons, including (without limitation) by requiring its employees and contractors, and its approved Lower-Tier Subcontractors’ employees and contractors, to wear personal protective equipment as mandated by OSHA;
(g) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, provide or allow any Services to be performed by any employees, laborers, or subcontractors who have a history of criminal convictions or deferred-adjudication or who pose a potential threat or risk of injury to persons, whether EnviroSpark personnel, customers or others. Criminal history might include, but is not limited to, such crimes as assault, battery, rape, molestat...
REPRESENTATIONS, COVENANTS AND WARRANTIES. As an inducement to and to obtain the reliance of Buyer, Seller individually represents and warrants to Buyer as follows: