CONDITIONS, REPRESENTATIONS AND WARRANTIES Sample Clauses

The "Conditions, Representations and Warranties" clause sets out the specific statements of fact, assurances, and prerequisites that each party must satisfy or confirm for the contract to be valid and enforceable. In practice, this clause details the circumstances that must exist or actions that must be completed before obligations arise, and it lists the factual assertions each party makes about their authority, status, or the subject matter of the agreement. By clearly defining these elements, the clause helps allocate risk, ensures transparency, and provides a basis for recourse if any statements prove untrue or conditions are unmet.
CONDITIONS, REPRESENTATIONS AND WARRANTIES. 10. “As Is” Condition a) The Purchaser acknowledges that they are acquiring the Property in an “as is” condition and that it must satisfy itself within fifteen (15) days of the execution of the APS regarding the condition of the Property including, but not limited to, all existing physical conditions of this Property, environmental conditions, fitness for any purpose, suitability for construction, soil bearing capacity for any building proposed, and the availability of municipal services and utilities necessary for the Purchaser’s proposed use of the Property. The Purchaser acknowledges that the Vendor shall not be responsible for any physical deficiencies of this Property or for any past, present or future environmental liabilities and hereby waives any claims against the Vendor in respect of any environmental liabilities on this Property. The Purchaser agrees to sign a release in favour of the Vendor on or before closing with respect to matters set out in the preceding sentence. If the Purchaser is for any reason whatsoever dissatisfied with the Property, it shall deliver written notice to that effect to the Vendor by no later than the time specified herein, and this Agreement shall be terminated and the deposit shall be returned to the Purchaser without interest or deduction. If the Vendor is notified that the condition of the Property is not satisfactory, then the Purchaser shall, prior to receiving its deposit monies back and prior to being entitled to a full release from the Vendor with respect to this Agreement, restore the Property to its original condition as it existed prior to such testing or inspection by the Purchaser, at the Purchaser’s sole expense. If the Purchaser fails to deliver written notice to the Vendor within the time specified herein regarding this condition, this condition shall be deemed to have been waived by the Purchaser. 11. Investigation by the Purchaser a) The Purchaser acknowledges having inspected the Property prior to executing the APS and understands that upon the execution by the parties of this APS, and subject to any conditions herein, there shall be a conditional agreement of purchase and sale between the Purchaser and the Vendor. It shall be the Purchaser's responsibility to provide, at its own expense, any soil bearing capacity tests or environmental inspection, as may be required or desired, and the Vendor shall grant the Purchaser access for such testing or inspection at all reasonable times, on reasonable notic...
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Administrative Agent): 4.1 The Administrative Agent shall have received fully executed copies of this Amendment executed by each of the Credit Parties, the Lenders and the Issuing Lender. 4.2 No Event of Default or Unmatured Event of Default has occurred and is continuing. 4.3 As of the effective date of this Amendment, all representations and warranties of the Credit Parties set forth herein shall be true and correct, and all representations and warranties of the Credit Parties set forth in the Credit Agreement shall be true and correct in all material respects (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, all respects) and shall be deemed remade on such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, all respects) as to the date to which it relates. 4.4 All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to the Administrative Agent. 4.5 The Administrative Agent shall have received payment in immediately available funds of a fee (the “Amendment Fee”) in an amount equal to $18,750.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: (a) that the Vendor owns all the issued shares of the Corporation; (b) that the Shares are fully paid-up and non-assessable; (c) that no agreement or option exists pursuant to which the Corporation is or may be obliged to issue further shares of its authorized capital; (d) that the Shares are sold free and clear of all liens, encumbrances, and charges; (e) that any consent required for the transfer of the Shares in accordance with the Purchaser's direction is given; (f) that the Corporation is duly incorporated, validly subsisting, and in good standing under the laws of its jurisdiction of incorporation; (g) that the Corporation is not party to any collective agreement with a labor union; (h) that the Vendor give the Purchaser and all duly authorized representatives of the Purchaser full and complete access during normal business hours to the business premises and corporate, business, accounting, tax, and employment records of the Corporation for the purpose of investigating the business and affairs of the Corporation; (i) that the Vendor supply or deliver on closing all of the closing documents.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: a) That the Purchaser obtain financing on terms satisfactory to it to complete the purchase; b) That the Purchaser obtain all the permits and licenses required for it to carry on the business; c) That Seller’s board of directors has duly authorized the execution of this agreement.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. The DIP Lender’s obligation to fund the initial Loan shall be conditioned on entry of the Interim Order. The DIP Lender’s obligation to fund amounts (if any) beyond the initial Loan shall be subject to the following conditions precedent: • Entry of the Final Order; • An agreed upon Budget; • This Term Sheet shall have been executed and be in full force and effect; and • No Event of Default shall then be existing.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. 4.1 In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: a) That the Purchaser issue the aggregate shares of stock, as directed by RLT pursuant to Schedule B on terms satisfactory to it to complete the purchase; b) That the carrying on of the business is not prohibited in anyway c) That the Seller supply or deliver on closing all of the documents as per clause 3.2; as well as good and valuable title to all of the assets on Schedule A; d) That the premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in; e) That Seller’s board of directors has duly authorized the execution of this agreement. f) That the Purchasers board of directors has duly authorized the execution of this agreement.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. Credit Parties agree that all conditions precedent to the making of the Loan shall remain satisfied at all times during the term of this Loan Agreement, and that representations and warranties made by each Credit Party in the Loan Documents signed by it, shall be deemed to be made at all times during the term of this Loan Agreement except to the extent such representations and warranties expressly relate to an earlier date.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES. The obligations of the parties to consummate the transactions referred to in Article 2 hereof are subject to the representations and warranties by each party as set forth herein being true and correct on and as of the date of each respective transaction with the same affect as though such representations and warranties had been made on and as of such date.
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CONDITIONS, REPRESENTATIONS AND WARRANTIES 
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Related to CONDITIONS, REPRESENTATIONS AND WARRANTIES

  • Ratifications Representations and Warranties (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Owner’s Representations and Warranties The Owner represents and warrants that: (a) it is either the sole and full legal and beneficial owner, or has been and is as at the date of this Agreement, the full legal and beneficial Owner of the Collectible and has secured all the necessary permissions and authority to do so and, if requested to do so, shall supply to Coinllectibles all necessary information, documents and material to demonstrate the Ownership to and provenance of the Collectible; (b) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) for the Owner to lawfully enter this Agreement, (b) to allow Coinllectibles to lawfully perform the Services and (c) to ensure that those actions, conditions and things are legal, valid, binding and enforceable, have been taken, fulfilled and done; (c) the transfer of the Collectible to the Purchaser is free from all claims, liens, security interest, encumbrances and all rights of any kind exercisable by third parties, threatened or pending, relating to the Collectible, the Owner’s title to the Collectible, or the Owner’s authority to sell the Collectible; (d) it owns all Intellectual Property in and to the Collectible and the Collectible does not and will not infringe the copyright, trademark or other intangible or proprietary rights of any third-party; (e) it has no knowledge of any claims threatened or pending, nor any knowledge of any facts or circumstances likely to give rise to any claims and shall notify Coinllectibles of any claims in respect of the Collectible as soon as the Owner becomes aware of it or foresees it; (f) this Agreement constitutes a valid and binding obligation of the Owner, and does not violate any applicable laws, agreement, judgement or court order to which it is subject or bound, or by which it or any substantial part of its assets is bound or affected; (g) there are no legal proceedings pending, threatened, or foreseeable against the Owner, which would affect Coinllectibles’ ability to perform the Services in this Agreement, nor any proceedings against the Owner related to bankruptcy, insolvency, liquidation, dissolution or winding up; (h) its entry into and/or performance of or compliance with its obligations under this Agreement do not and will not violate any law to which it is subject; (i) it has not created and shall not create, or permit to subsist, any duplicate, reproduction or replica of the Collectible (whether unique or in edition) and it has not licensed to any third-party the right to create any duplicate, reproduction or replica of the Collectible; and (j) the exportation, if any, of the Collectible from any country has been in full conformity with the laws of such country, and the importation of the Collectible into any country has been in full conformity with the laws of such country.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that: