Representations Warranties and Covenants of the Parties Clause Examples
The "Representations, Warranties and Covenants of the Parties" clause sets out the specific statements of fact (representations), promises about the present or future (warranties), and ongoing obligations (covenants) that each party makes to the other in a contract. For example, a party may represent that it has the authority to enter into the agreement, warrant that its products meet certain standards, and covenant to maintain insurance throughout the contract term. This clause is essential for allocating risk and ensuring that both parties have a clear understanding of their rights, responsibilities, and the factual basis upon which the agreement is made.
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Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties:
(a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement.
(b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement.
(c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party.
(d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity.
(e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound.
(f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party.
(g) There are no proceedi...
Representations Warranties and Covenants of the Parties. (a) To induce the Forbearing Noteholders to execute and deliver this Agreement, each of the Issuers represents, warrants and covenants that:
(1) The execution, delivery and performance by each of the Issuers of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by the Issuers, this Agreement has been duly executed and delivered by each of the Issuers, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid, and binding obligations of the Issuers enforceable against such parties in accordance with their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(2) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of either Issuer’s respective organizational documents or (ii) any applicable law; and
(3) As of the date hereof, no Default or Event of Default has occurred or is continuing under this Agreement or the Notes Documents.
(b) To induce the Issuers to execute and deliver this Agreement, each of the Forbearing Noteholders represents, warrants and covenants that:
(1) The execution, delivery and performance by each of the Forbearing Noteholders of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by the Forbearing Noteholders, this Agreement has been duly executed and delivered by each of the Forbearing Noteholders, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid, and binding obligations of the Forbearing Noteholders enforceable against such parties in accordance with their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(2) Neither the execution, delivery and p...
Representations Warranties and Covenants of the Parties. Each party represents, warrants and covenants that as of the date of this Agreement it:
a. Is not bound by any agreement or arrangement that would preclude it from entering into this Agreement.
b. Has the requisite power and authority to enter into and perform this Agreement and the execution, delivery, and performance of this Agreement has been duly authorized by all necessary action.
c. Will comply with all obligations under this Agreement and will take all action necessary to assure that its representations, warranties, and/or covenants in this Agreement are true and correct at all times. Each party will promptly notify the other in the event of any breach of such representations, warranties, and/or covenants.
Representations Warranties and Covenants of the Parties. Researcher and Colliga Apps each hereby represents and warrants to the other party as follows:
Representations Warranties and Covenants of the Parties. 11.1 Representations and Warranties of CyberSource. CyberSource hereby represents and warrants to ICS the following:
(a) Neither the execution of this Agreement by CyberSource nor the consummation of the transactions contemplated hereby which are to be performed by CyberSource violates the provisions of Section 500 the California General Corporation Law (the "GCL") as applicable to CyberSource.
(b) All consents and approvals necessary or appropriate for CyberSource to execute this Agreement and to consummate the transactions contemplated hereby which are to be performed by CyberSource have been obtained, except for such consents and approvals the failure of which to obtain would not result in any material adverse effect on CyberSource or its shareholders; it being specifically understood that the effect of Sections 502, 503 and 506 of the GCL are expressly excluded from this representation.
(c) To the best knowledge of CyberSource , the transfer by CyberSource of its internet commerce services business to ICS as provided in this Agreement in exchange for stock of ICS qualifies as a Section 351 transaction under the Internal Revenue Code.
Representations Warranties and Covenants of the Parties. (a) Each party hereto represents and warrants that (i) it has the capacity and authority to enter into this Agreement; (ii) this Agreement has been duly and validly authorized, executed and delivered on such party’s behalf and is a valid and binding agreement of such party enforceable in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement shall not breach any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound which would materially limit or affect the performance of its duties under this Agreement.
(b) The Delegating CPO hereby represents and warrants that it is legally permitted to delegate the CPO Obligations with respect to the Scheduled Pools, and it is not subject to a statutory disqualification under CEA Section 8a(2) or 8a(3).
(c) The Designated CPO hereby represents and warrants that it is qualified to serve as the CPO of the Scheduled Pools.
(d) Unless otherwise excluded or exempt from CPO registration under the CEA and/or applicable CFTC regulations, the Designated CPO hereby represents and warrants that it is registered as a CPO with the CFTC and is a member of the National Futures Association (“NFA”) in such capacity as of the date hereof, and the Designated CPO covenants that it shall (i) unless otherwise excluded or exempt from CPO registration under the CEA, remain registered as a CPO and a member of the NFA in such capacity throughout the term of this Agreement, and (ii) immediately notify the Delegating CPO in the event that it ceases to be registered as a CPO or a member of the NFA in such capacity. Failure of the Designated CPO to comply with this Section 1(d) shall result in the immediate termination of this Agreement with respect to all parties.
Representations Warranties and Covenants of the Parties. 7.1. Representations of the City. 12 7.2. Representations of the Developer 12 Signatures 14 EXHIBIT A – Legal Description of Project Site EXHIBIT B – Concept Site Plan EXHIBIT C – Xxxxxxxxx’s Affidavit EXHIBIT D – Certificate of Substantial Completion EXHIBIT E – Price Road Access Agreement THIS DEVELOPMENT AND PERFORMANCE AGREEMENT (this “Agreement”) is made and entered into as of [*Date*], 20212023, by and between the CITY OF OLIVETTE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the “City”), and [*DEVELOPER*]OLIVETTE ODC BREP I, L.L.C., a Delaware limited liability company, or its affiliate or assignee (the “Developer”).
Representations Warranties and Covenants of the Parties. Each Party hereby represents and warrants to the other Parties as follows as of the Effective Date:
(a) Such Party is not a party to any contract or agreement of any kind whatsoever, written or verbal, which would materially impair its ability to comply with the terms of this Option Agreement.
(b) The Party is a duly formed legal entity, validly existing under the laws of the state of its formation, is qualified to do business in the state of New Hampshire, and has all requisite power and authority to enter into this Option Agreement and to render the performance contemplated hereby.
(c) This Option Agreement is the valid and binding obligation of the Party, enforceable in accordance with its terms.
Representations Warranties and Covenants of the Parties. Each Party hereby represents, warrants and covenants to the other that:
(a) it is duly organized, validly existing and in good standing under the laws of its state of organization;
(b) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement constitutes the valid and legal binding obligation of such enforceable in accordance with the terms and conditions set forth herein;
(c) ABG or its Affiliates have the right to exploit certain ABG 2018 Brands in connection with certain Cannabis Products without any limitation and without obtaining the consent of any third party;
(d) it is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any authority, person or entity in order for such Party to consummate the transactions set forth herein;
(e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) violate in any material respect any law to which it subject; (ii) violate or result in a breach of or default or acceleration under its Certificate of Formation, Limited Liability Agreement/Operating Agreement (as applicable), any resolutions adopted by its members of managers or any instrument or agreement to which it is a party or by which the it is bound; or (iii) violate any judgment, order, injunction, decree or award against or binding upon it; and
(f) it is as, of the Effective Date, in compliance with, and throughout the Term, it will comply with any and all applicable laws, and it will not engage in any cannabis activities in the United States unless permitted under applicable federal and state law;
Representations Warranties and Covenants of the Parties. 14 Section 7.1 Representations, Warranties and Covenants of Airco...............................14 Section 7.2 Representations, Warranties and Covenants of Groundco............................16