Developers Representations Warranties and Covenants Sample Clauses

The Developer’s Representations, Warranties and Covenants clause sets out the promises and assurances made by the developer regarding their authority, qualifications, and the quality of their work. Typically, this clause requires the developer to confirm that they have the legal right to enter into the agreement, that their work will not infringe on third-party rights, and that the services or products delivered will meet specified standards. By including these assurances, the clause helps protect the client from potential legal issues or substandard performance, ensuring accountability and reducing the risk of disputes.
Developers Representations Warranties and Covenants. To induce the Village to enter into this Agreement, Developer represents, covenants, warrants, and agrees that:
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Developers Representations Warranties and Covenants. 8.1. The Developer represents, warrants and covenants to the City that: a. During the Due Diligence Period, the Developer shall make an examination of the Property and shall become familiar with the condition thereof, that except as herein specifically set forth neither the City nor the employees, agents or attorneys of the City have made any verbal or written representations or warranties whatsoever to the Developer, whether express or implied, and, in particular, that no such representations or warranties have been made with respect to the physical condition of the Property, the zoning, compliance with Environmental Laws (as herein defined), the presence of Hazardous Materials (as herein defined) and other laws, orders, ordinances, requirements, regulations and rules applicable to the Property or the compliance of the Property therewith, and that the Developer has not relied on any such representations or warranties. b. The Developer agrees to accept the Property "as is," in its present condition, subject to the operation of Article II and III hereof and to the reasonable use, wear, tear and natural deterioration between the date hereof and the Closing. The Developer expressly agrees that the City shall not be liable for any latent or patent defects in the Property, whether now or hereafter discovered by the Developer. c. The execution, delivery and performance of this Agreement in accordance with its terms do not violate the articles of organization or operating agreement of the Developer, nor any contract, agreement, commitment, order, judgment or decree to which the Developer is a party or by which it is bound. d. The execution, delivery and performance of this Agreement by the Developer in accordance with its terms have been duly authorized by all required corporate actions of the Developer, and no other actions, consents or approvals are required to enable it to consummate the transactions contemplated by this Agreement. 8.2. The foregoing representations, warranties and covenants shall survive the Closing.
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Developers Representations Warranties and Covenants. The Developer hereby makes the following representations, warranties and covenants:
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Developers Representations Warranties and Covenants. To induce the County to enter into this Agreement, Developer represents and warrants to, and covenants and agrees with, the County as follows: (i) Developer is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the State of Maryland and to enter into this Agreement and undertake the obligations provided for herein. Developer’s principals will include affiliates of StonebridgeCarras, LLC who shall remain principals of Developer hereunder until final completion of the Project. (ii) Developer has the full and unrestricted lawful power and authority to enter into and carry out the terms of this Agreement and other agreement contemplated herein. The execution, delivery and performance of this Agreement and any other agreement contemplated herein, and the consummation of the transactions contemplated hereby and thereby, have been, or will be as of the Effective Date, duly authorized and approved by all requisite action, as the case may be, and this Agreement and all other agreements contemplated herein, documents contemplated hereby or thereby, when duly executed and delivered, will each constitute a valid and binding agreement of Developer and, as applicable, its affiliates, enforceable in accordance with its terms.
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Developers Representations Warranties and Covenants. Developer represents, warrants and covenants to WPI as follows: 11.1 The signatory for Developer has the authority to execute this Re-Sale Contract on behalf of Developer and to bind Developer to its provisions. This Re-Sale Contract has been duly authorized and approved by all required action. 11.2 Developer’s execution of this Re-Sale Contract and performance of its obligations hereunder will not violate any contract, transaction, option, covenant, condition, obligation or undertaking of Developer, nor to the best of Developer’s knowledge will it violate any law, ordinance, statute, order or regulation. 11.3 This Re-Sale Contract and all documents required hereby to be executed by Developer are and shall be valid, legally binding obligations enforceable against Developer in accordance with their terms. 11.4 Subject to Section 8 herein, Developer shall not sell, transfer, assign, encumber, pledge or commit the Purchased Water Rights to any use other than subdivision development on the Property. 11.5 Developer is not aware of any action, suit, proceeding or governmental investigation pending, threatened against or affecting the Purchased Water Rights or this Re-Sale Contract either in law or equity. 11.6 Developer has not previously sold, transferred, assigned or otherwise encumbered its rights or interests to the Purchased Water Rights under this Re-Sale Contract. 11.7 Developer has not colluded or conspired with any person or entity to fix the price or terms for the Purchased Water Rights. 11.8 Developer shall provide prompt notice to WPI if ▇▇▇▇▇▇▇▇▇ discovers that any of its own representations, warranties and covenants was untrue when made or will become untrue at any point during the term of this Re-Sale Contract.
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Developers Representations Warranties and Covenants 
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Related to Developers Representations Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.