Parties’ Representations and Warranties Clause Samples
The Parties’ Representations and Warranties clause sets out the specific statements of fact and assurances each party makes to the other regarding their authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause covers matters such as each party’s legal status, ownership of assets, compliance with laws, and absence of undisclosed liabilities. Its core function is to allocate risk by ensuring that both parties have a clear understanding of each other’s legal and factual standing, providing grounds for remedies if any representation proves to be false or misleading.
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Parties’ Representations and Warranties. The Parties, and each of them, represent 12 and warrant as follows, and each Party acknowledges that each other Party is relying on these 13 representations and warranties in entering into this Agreement:
14 a) The Parties have diligently investigated the claims in this Action; that they 17 upon their own judgment, belief and knowledge, and the advice and recommendations of 18 their own independently-selected counsel, concerning the nature, extent and duration of their 19 rights and claims ▇▇▇▇▇▇▇▇▇ and regarding all matters that relate in any way to the subject 20 matter hereof; and that, except as provided in this Agreement, they have not been influenced 21 to any extent whatsoever in executing this Agreement by any representations, statements, or 22 omissions pertaining to any of the foregoing matters by any Party or by any person 23 representing any Party. Each Party assumes the risk of mistake as to facts or law;
24 b) The Parties have carefully read the contents of this Agreement and this 25 Agreement is signed freely by each signatory executing the Agreement on behalf of the 26 applicable Party. The Parties, and each of them, further represent and warrant to each 27 other that he, she, or it has made such investigation of the facts pertaining to this 1 Settlement, this Agreement, and all of the matters pertaining thereto, as he, she, or it 2 deems necessary;
3 c) That Plaintiffs have not assigned or otherwise transferred any interest in any 4 Released Claim against any Defendant Released Parties, and that they shall not assign or 5 otherwise transfer any interest in any Released Claims; and
6 d) Plaintiffs, on behalf of themselves and the Class, will have no surviving 7 claims or causes of action against any of the Defendant Released Parties for any of the 8 Released Claims, from and after the Effective Date.
Parties’ Representations and Warranties. 5.1.1 Named Plaintiffs represent and warrant that they have not assigned or otherwise transferred any interest in any Released Claims against any Releasee, and further covenant that they will not assign or otherwise transfer any interest in any Released Claims.
5.1.2 Named Plaintiffs represent and warrant, on behalf of themselves and the Settlement Class, that they shall have no surviving claim or cause of action against any of the Releasees for the Released Claims against them.
5.1.3 The Parties, and each of them, represent and warrant that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel; in executing this Settlement Agreement they are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and each Party assumes the risk of and unconditionally waives any and all claims or defenses arising out of any alleged mistake as to facts or law.
5.1.4 The Parties, and each of them, represent and warrant that they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this Settlement Agreement and all of the matters pertaining thereto as they deem necessary; and this Settlement Agreement is executed freely by each Person executing it on behalf of each of the Parties.
Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows:
1. Each Party has full power, authority, and right to perform its obligations under the Agreement.
2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(b) The Developer hereby represents and warrants as follows:
1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
2. The Developer has the experience and ability to perform the Services required by this Agreement.
3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine.
4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
5. The Services required by this Agreement shall be performed by the Developer, and the Company shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services.
6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff.
(c) The Company hereby represents and warrants as follows:
1. The Company will make timely payments of amounts earned by the Developer under this Agreement and as detailed in Exhibit A hereto.
2. The Company shall notify the Developer of any changes to its procedures affecting the Developer’s obligations under this Agreement at least three days prior to implementing such changes.
3. The Company shall provide such other assistance to the Developer as it deems reasonable and appropriate.
Parties’ Representations and Warranties. The Parties, and each of them, represent and warrant:
5.2.1. That they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among Plaintiff’s Counsel and counsel for Defendant, with the assistance and recommendation of the Mediator, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.; that in executing this Settlement Agreement, they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights, obligations, and claims hereunder and regarding all matters which relate in any way to the subject matter hereof; and that, except as provided herein, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representation, statement, or omission pertaining to any of the foregoing matters by any Party or by any person representing any Party to this Settlement Agreement. With respect to the Settlement, each of the Parties assumes the risk of mistake as to facts and/or law.
5.2.2. That they have carefully read the contents of this Settlement Agreement, and this Settlement Agreement is signed freely by each person executing this Settlement Agreement on behalf of such Party. The Parties, and each of them, further represent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary or appropriate.
Parties’ Representations and Warranties. The Parties, and each of them, represent and warrant:
5.2.1 That they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel, that in agreeing to this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and that, except as expressly provided herein, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoing matters by any Party or by any Person representing any Party to this Settlement Agreement. Each of the Parties assumes the risk of mistake as to facts or law; and
5.2.2 That they have had the opportunity to carefully read the contents of this Settlement Agreement, have in fact carefully reviewed the Settlement Agreement, and have freely agreed to the Settlement. The Parties and each of them further represent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary.
Parties’ Representations and Warranties. The Parties hereby make the following representations, warranties and agreements to the other Party on the date of this Agreement and the representations and warranties are deemed to be repeated on each day by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.
(a) It is a limited liability corporation or, where relevant, a company limited by shares, as applicable, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
(b) It has the power to own its assets and carry on its business as it is being conducted.
(c) It is capable of being sued in its own right.
(d) The obligations expressed to be assumed by it in each Loan Document to which it is a party are legal, valid, binding and enforceable obligations.
(e) The entry into and performance by it of, and the transactions contemplated by, the Loan Documents do not and will not conflict with:
(i) any material law or regulation applicable to it;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or its assets or constitute a default or termination event (however described) under any such agreement or instrument, in each case, if such conflict, default or termination event has or is reasonably likely to have a Material Adverse Effect.
(f) It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Loan Documents to which it is or will be a party and the transactions contemplated by those Loan Documents.
(g) All Authorisations required or desirable:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Loan Documents to which it is a party; and
(ii) to make the Loan Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect.
(h) It is a sophisticated party and has the knowledge, expertise and experience in financial matters to evaluate the risks involved in the transactions contemplated in the Loan Documents.
(i) The choice of the law of the country of British Virgin Islands as the governing law of the Loan Documents will be recognised and enforced in the Relevant Jurisdiction.
(j) Any award or judgment obtained in the United States in relation to the relevant Loan Documents will be recognised and enforced in the Relevant Jurisdiction.
Parties’ Representations and Warranties. Licensee and Licensor each represent and warrant to the other as follows.
Parties’ Representations and Warranties. 7.1 The Parties each represent and warrant as follows:
(i) each Party has full power, authority, and right to perform its obligations under this Agreement;
(ii) this Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies); and
(iii) entering into this Agreement will not violate the articles of incorporation, charter, by-laws, operating agreement or other governing document of either Party or any material contract to which that Party is also a party.
7.2 The Developer hereby represents and warrants as follows:
(i) the Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed;
(ii) the Developer has the experience and ability to perform the Services required by this Agreement;
(iii) the Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine;
(iv) the Services required by this Agreement shall be performed by the Developer, and the Customer shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services; and
(v) the Developer is responsible for paying all ordinary and necessary expenses of itself or its staff.
7.3 The Customer hereby represents and warrants as follows:
(i) the Customer will make timely payments of amounts earned by the Developer under this Agreement and as detailed in the Proposal hereto;
(ii) the Customer shall notify the Developer of any changes to its procedures affecting the Developer’s obligations under this Agreement at least 14 days prior to implementing such changes;
(iii) the Customer shall notify the Developer of any particular laws, rules, or regulations that must be followed to comply with local accessibility requirements; and
(iv) the Customer shall provide such other assistance to the Developer as is reasonable and appropriate from time to time for the Developer’s performance of its obligations hereunder.
Parties’ Representations and Warranties. 5.1.1. Named Plaintiffs represent and warrant, on behalf of themselves and the Settlement Class, that they shall have no surviving claim or cause of action against any of the Releasees for the Released Claims against them.
5.1.2. The Parties, and each of them, represent and warrant that they are voluntarily entering into this Settlement Agreement as a result of arm’s-length negotiations among their counsel and in executing this Settlement Agreement they are relying solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent, and duration of their rights and claims hereunder and regarding all matters that relate in any way to the subject matter hereof; and each Party assumes the risk of and unconditionally waives any and all claims or defenses arising out of any alleged mistake as to facts or law.
5.1.3. The Parties, and each of them, represent and warrant that they have carefully read the contents of this Settlement Agreement; they have made such investigation of the facts and law pertaining to this Settlement Agreement and all of the matters pertaining thereto as they deem necessary; and this Settlement Agreement is executed freely by each Person executing it on behalf of each of the Parties.
Parties’ Representations and Warranties. 3.1 Each Party hereby represents and warrants to the other Party that it has full and independent legal status and legal capacity to execute, deliver this Agreement and perform the obligations hereunder, and shall not violate any relevant laws, regulations or government orders, or conflict with any contract or agreement to which it is a Party or on which its assets are binding.
3.2 After signing this Agreement, neither Party may engage in any action that conflicts with the performance of this Agreement.