Representation and Undertaking Clause Samples

A Representation and Undertaking clause requires one or both parties to affirm certain facts or conditions as true and to commit to specific actions or standards throughout the agreement. In practice, this might involve a party confirming it has the authority to enter into the contract, that it is not in breach of other agreements, or that it will maintain compliance with relevant laws. The core function of this clause is to provide assurance and accountability, reducing the risk of misrepresentation and ensuring that both parties have a clear understanding of their obligations and the factual basis of the contract.
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Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Subject to Section 5.3, such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted liens, the Shares proposed to be transferred or sold by such persons or entities; and such sale or transfer not constituting a violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound, and shall, severally and not jointly, indemnify and hold harmless the purchasers against all costs, damages, expenses, losses, judgments or liabilities for any breach or alleged breach of any representation or warranty made by such Dragged Shareholders under the terms of the agreements relating to such Drag-Along Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (b) Subject to Section 5.3 hereof, each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party (the “Consents”), which are required to be obtained or made in connection with the Drag-Along Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or in connection with the Drag-Along Sale.
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Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as set forth in the Drag-Along Notice. Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind, the shares proposed to be transferred or sold by such Dragged Shareholders; and any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound. (b) Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any Governmental Authority or any third party, which are required to be obtained or made in connection with the Drag-Along Sale.
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Representation and Undertaking. Any such sale or disposition by the Dragged Holders shall be on the terms and conditions as the proposed Approved Sale by the Potential Purchaser. Each Dragged Holder shall be required to make customary and usual representations and warranties in connection with the Approval Sale. Each Dragged Holder undertake to obtain all consents, permits, approvals, orders, authorizations or registrations qualifications, designations, declarations, or filings with any governmental authority or any third party, which are required to be obtained or made in connection with the Approved Sale.
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Representation and Undertaking. The Company shall process Partner Data as a Service Provider under the CCPA and shall not: (i) Sell or Share the Partner Data; (ii) retain, use or disclose the Partner Data for any purpose other than for a Business Purpose specified in the Agreement; or (iii) combine the Partner Data with other Personal Infromation that it receives from, or on behalf of, another customer, or collects from its own interaction with California residents, expect as otherwise permitted by the CCPA.
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Representation and Undertaking. Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Approved Sale by the Potential Purchaser. Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Approved Sale, including, without limitation, as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind, the shares proposed to be transferred or sold by such Persons or entities; and any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound and shall indemnify and hold harmless to the full extent permitted by law, the purchasers against all obligations, cost, damages, expenses, losses, judgments, assessments, or other liabilities arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by, or agreements, understandings or covenants of such Dragged Shareholders as the case may be, under the terms of the agreements relating to such Approved Sale. Each of the Group Companies undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party, which are required to be obtained or made by them in connection with the Approved Sale. Each of the Dragged Shareholders undertakes to pay its pro rata share of expenses incurred in connection with such proposed Approved Sale.
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Representation and Undertaking a party shall process the End User Personal Information only on behalf of and under the instructions of the other party and in accordance with US Data Protection Laws and shall not: (i) Sell or Share the Personal Information; (ii) retain, use or disclose the Personal Information for any purpose other than for a Business Purpose or Restricted Purpose as specified in the Agreement; (iii) combine the End User Personal Information with other Personal Information that it receives from, or on behalf of, another partner, or collects from its own; or (iv) if and to the extent applicable limit the use of its Sensitive PersSPoI”n)a.l Information (“
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Representation and Undertaking. The Client represents and warrants to Velocity Trade that it enters into this Agreement, and undertakes that it will enter into each Transaction, as principal and not as agent.
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Representation and Undertaking. 9.1. Guarantor represents hereby that: 9.1.1. Guarantor is a natural person with full civil capacity, and also has the civil capacity to execute and perform this Contract; 9.1.2. G▇▇▇▇▇▇▇▇ has obtained necessary authorization to execute and perform obligations under this Contract, and such act does not violate any laws and regulations; execution of this Contract is the real intention of Guarantor himself/herself; 9.1.3. Performance and enforcement of this Contract will neither conflict with laws and regulations Guarantor is subject to, nor violate any document signed by Guarantor; 9.1.4. Guarantor does not conceal any mediation, arbitration, litigation, enforcement, claim and other events which may threaten Creditor’s benefit and none of Guarantor’s assets are subject to attachment, lien, freezing and other enforcement measures; 9.1.5. All the materials and certificates provided by Guarantor to Creditor are of authenticity, legality and validity. 9.2. Guarantor undertakes hereby that: 9.2.1. Guarantor will accept and assist Creditor to verify his/her security qualification, authorization, credit status, authenticity of his/her consent to provide guarantee; 9.2.2. G▇▇▇▇▇▇▇▇ has acknowledged that his/her security liability may be exceed the maximum amount of Main Credit; 9.2.3. If there are any other property security for the Main Credit, Creditor may choose to exercise other property security rights or claim to Guarantor for guarantee liability, and Guarantor abandons the right of defense on other property security, security sequence, change of security property and performance sequence of the guarantee under this Contract; 9.2.4. Guarantor will provide credit reference materials including but not limited to his/her individual income tax return, deposit certificate, personal credit report; 9.2.5. The guarantee liability of Guarantor will not change along with changes on his/her position, income status and other similar circumstances; 9.2.6. This Contract will not be terminated along with or affected by death of Guarantor, and Guarantor is willing to undertake liquidation liability with all of his/her heritage or property; Guarantor’s heritage administers and inheritors are bound by the Guarantee Contract; 9.2.7. During the valid term of this Contract, Guarantor (including common proprietors to his/her properties on the basis of marriage or family relationship) is prohibited to transfer or destroy his/her personal property; 9.2.8. During the valid term of th...
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Related to Representation and Undertaking

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: 6.1.1. it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); 6.1.2. this Framework Agreement is executed by a duly authorised representative of the Supplier; 6.1.3. in entering into this Framework Agreement and any Call Off Contract (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; 6.1.4. all information, statements, warranties and representations contained in and the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 6.1.5. it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to 6.1.6. it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; 6.1.7. it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; 6.1.8. no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.9. it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.10. it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Contract; 6.1.11. in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; 6.1.12. no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; 6.1.13. as at the Framework Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance; and 6.1.14. in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: 6.1.14.1. conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 6.1.14.2. it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and 6.1.14.3. it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Contract. 6.2. The Supplier shall promptly notify the Authority in writing: 6.2.1. of any material detrimental change in the financial standing and/or credit rating of the Supplier; 6.2.2. if the Supplier undergoes a Change of Control; and/or 6.2.3. of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. 6.3. Each time a Call Off Contract is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. 6.4. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. 6.5. The Supplier acknowledges and agrees that: 6.5.1. once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; 6.5.2. the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Contracts; 6.5.3. the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and 6.5.4. each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. 6.6. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Contracts, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. 6.7. In performing its obligations under this Framework Agreement and any Call Off Contract, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size.

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

  • WARRANTIES AND UNDERTAKINGS 18.1 Each Party warrants to the other that: (a) subject to Clause 18.2, it has obtained and will maintain at all times during the Term all licences, authorisations, permits, consents and other approvals necessary to enter into this Agreement and to enable it to fulfil its obligations under this Agreement; (b) it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise); and (c) it is and will remain a party to the Network Code for the duration of the Term. 18.2 Where the Service Provider does not hold a gas shipper licence, the Service Provider warrants that it shall use the shipping services of the licensed gas shipper whose Shipper Short Code is specified in Schedule 1 for the purpose of fulfilling its obligations under this Agreement. The Service Provider warrants that such licensed gas shipper has and will continue to hold throughout the Term a licence permitting it to ship gas on the NTS, and will ship Natural Gas on the NTS on behalf of the Service Provider for the purposes of the Service Provider’s performance of this Agreement. 18.3 The Service Provider acknowledges that the Customer requires the services provided under this Agreement (and in particular the withdrawal service) to comply with the Gas Safety (Management) Regulations 1996, and that the Customer requires a physical flow of Natural Gas from the Facility at least equal to its Nominated Withdrawal Quantity. Accordingly, the Service Provider warrants to the Customer, subject to Clauses 7, 13 and 14, that it shall ensure that: (a) the physical flow of Natural Gas from the Facility to the NTS on any Day in respect of which the Customer has submitted a Withdrawal Nomination is not less than the Nominated Withdrawal Quantity plus the Reallocation Quantity (if any) plus the quantity of Natural Gas nominated for withdrawal by other users of the Facility less the quantity of Natural Gas nominated for injection by the Customer and other users of the Facility; and (b) the Service Provider shall not knowingly or deliberately do anything that would put the Customer in breach of the Gas Safety (Management) Regulations 1996 and shall fully co-operate with the Customer insofar as such co-operation is required to ensure that the Customer complies with its obligations under the Gas Safety (Management) Regulations 1996. The Service Provider acknowledges and agrees that the provision of the Service is in accordance with its obligation pursuant to Regulation 6(6) of the Gas Safety (Management) Regulations 1996. 18.4 The Service Provider warrants to the Customer that, at the Gas Delivery Point, Natural Gas to be withdrawn shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before withdrawal. The Service Provider shall indemnify the Customer and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Customer in consequence of a breach of this warranty. 18.5 The Customer warrants to the Service Provider that, at the Gas Delivery Point, Natural Gas to be injected shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before injection. The Customer shall indemnify the Service Provider and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Service Provider in consequence of a breach of this warranty. 18.6 The Service Provider acknowledges and agrees that nothing in this Agreement shall prevent the Customer from complying with any Legal Requirement and in such regard the Customer shall be able to take any action that it considers to be necessary to comply with any Legal Requirement. 18.7 The Customer warrants to the Service Provider that it is entering into this Agreement for Operating Margins Purposes and in accordance with the requirements of its gas transporter license.