Certain Warranties and Representations Clause Examples

The "Certain Warranties and Representations" clause sets out specific assurances and factual statements made by one or both parties regarding the subject matter of the agreement. Typically, this clause details what each party guarantees to be true, such as having the authority to enter into the contract, the accuracy of provided information, or the absence of undisclosed liabilities. By clearly outlining these promises, the clause helps allocate risk and provides a basis for legal recourse if any of the stated warranties or representations prove to be false or misleading.
Certain Warranties and Representations. The Company and Subsidiary Jointly and severally represent and warrant to each Investor as follows: (a) The Company and Subsidiary are corporations duly organized, validly existing and in good standing under the laws of Delaware and British Columbia, respectively. Each such entity has all requisite corporate power and authority and is entitled to carry on its business as now being conducted and to own, lease or operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Each such entity is duly qualified, licensed or domesticated and in good standing as a foreign corporation authorized to do business in the states listed in Section 1(a) of the disclosure schedule signed by the Company and delivered to Investor on the date hereof (the "Disclosure Schedule"). (b) Neither the execution, delivery nor performance of this Agreement by the Company or Subsidiary will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of such entity's articles of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which such entity is a party or by which it may be bound or affected. The Company and Subsidiary each have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by them or their stockholders to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this Agreement constitutes a valid and binding obligation of the Company and Subsidiary, except as may be limited by bankruptcy and similar laws affecting creditors generally. (c) Except as set forth in Section 1(c) of the Disclosure Schedule, the total number of outstanding shares of capital stock of the Company was as set forth in the Company's Report on SEC Form 10-Q for the quarter ended June 30, 2002 (the "10-Q"). Except as set forth in the 10Q or in the Disclosure Schedule, there are no options to purchase shares of capital stock of the Company or agreements or understandings (whether or not binding) whereby the Company is obligated to issue or transfer any shares or any inter...
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Certain Warranties and Representations. All representations and warranties contained in any Loan Document, and each representation or warranty of Trustor incorporated by reference therein or herein, and any modification or amendment thereof, shall survive the closing and funding of the loan, shall not be deemed to have merged herein or in any other document or instrument delivered concurrently herewith or hereafter, and shall remain as continuing representations and warranties of Trustor so long as any portion of the indebtedness secured hereby remains unpaid.
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Certain Warranties and Representations. Customer represents and warrants that it has obtained all rights and licenses necessary for the Company to use all Customer Data and Customer-Provided Materials, as contemplated by this Agreement, including without limitation all consents or authorizations required under applicable laws, rules or regulations relating to the processing of personal data by Company, and that the use by the Company of such Customer Data and Customer-Provided Materials as contemplated by this Agreement will not (a) result in any breach or violation of the rights of any third party by the Company, (b) cause the Company to incur any liability or other obligation to any third party or (c) result in any violation of any laws, rules or governmental regulations. In the event of a breach of the foregoing representations and/or warranties, the Company shall not be required to use the applicable Customer Data and/or Customer- Supplied Materials and the Company may cease provision of the affected Services and/or Deliverables until such time as the Customer and the Company have entered into an appropriate Change Order to address such breach.
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Certain Warranties and Representations. The Construction Agent warrants and represents to the City as follows:
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Certain Warranties and Representations. (A) East Gate represents and warrants to the Village as follows: East Gate is the owner or contract purchaser of the Property; East Gate proposes to develop the Park in a manner contemplated in this Agreement, subject to market conditions; East Gate has full power and authority to execute this Agreement as herein provided; East Gate has provided the legal descriptions of the Property set forth in this Agreement and the attached exhibits and that said legal descriptions are accurate and correct. That officers of East Gate executing this Agreement represent and warrant that they have been lawfully authorized to execute this Agreement on behalf of East Gate and that East Gate is lawfully organized and in good standing under all applicable state laws; and That there is no litigation pending by or against East Gate that would substantially impair its ability to perform its obligations contemplated by this Agreement. (B) The Village represents and warrants to East Gate as follows: The President and Clerk of the Village have been lawfully authorized by the Village Board to execute this Agreement; All public hearings required in connection with this Agreement and the annexation and zoning of the Property have been held; and There is no litigation pending by or against the Village that would substantially impair its ability to perform its obligations contemplated by this Agreement.
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Related to Certain Warranties and Representations

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Seller’s Warranties and Representations Seller hereby makes the following representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as set forth in the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissions, or tenant improvement allowances; Seller has not received any written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the Property. (c) Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1445 and any related regulations. (d) Seller has not received any written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policies, and Seller has not been served or received written notice addressed to Seller that Seller or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect as of the Effective Date and which will be binding on Buyer or the Property after Closing and Seller has made available to Buyer for inspection complete copies or originals of such contracts. (g) Seller is not contemplating any bankruptcy proceedings for Seller.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.