Mutual Representations, Warranties and Covenants Sample Clauses
The "mutual representations, warranties, and covenants" clause sets out the assurances and promises that both parties make to each other regarding their authority, ability, and intent to enter into and perform under the agreement. Typically, this clause includes statements that each party is duly organized, has the legal right to contract, and will comply with applicable laws, as well as ongoing commitments such as maintaining insurance or confidentiality. Its core function is to ensure that both parties are entering the contract on a clear and equal footing, reducing the risk of misunderstandings or disputes about each party’s legal standing and obligations.
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Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to the others, as of the date of this Agreement, as follows (each of which is a continuing representation, warranty, and covenant):
Mutual Representations, Warranties and Covenants. Licensor and Licensee each warrants, represents and covenants to the other that:
Mutual Representations, Warranties and Covenants. Each Party hereby represents, warranties, and covenants that:
Mutual Representations, Warranties and Covenants. Each Party represents, warrants, and covenants to the other that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents and warrants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement;
(b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party;
(c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;
(d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder;
(e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;
(f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Author...
Mutual Representations, Warranties and Covenants. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:
Mutual Representations, Warranties and Covenants. Each Party makes the following representations, warranties and covenants to each of the other Parties, each of which are continuing representations, warranties and covenants:
Mutual Representations, Warranties and Covenants. Each party hereto represents, warrants and covenants (with respect to itself/himself only) to the other party hereto that, to its/his respective best knowledge and belief as of the date of each party’s respective signature below:
Mutual Representations, Warranties and Covenants. Each Party represents, warrants and covenants to the other that:
9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and is validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction where it was formed;
9.1.2 it has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement;
9.1.3 the execution, delivery, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound;
9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement;
9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein;
9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property;
9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement;
9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights;
9.1.9 it has not violated any Applicable Law; and
9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Se...