REPRESENTATIONS AND WARRANTIES 12 Clause Samples
The "Representations and Warranties" clause sets out the specific statements of fact and assurances that each party makes to the other at the time of entering into the agreement. These statements may cover aspects such as the authority to enter into the contract, the accuracy of financial information, or the absence of undisclosed liabilities. By clearly outlining these assurances, the clause helps allocate risk between the parties and provides a basis for legal recourse if any representation or warranty is later found to be untrue.
REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Corporate Existence; Compliance with Law 12
Section 4.2 Power; Authorization; Enforceable Obligations 12 Section 4.3 No Legal Bar 12 Section 4.4 No Material Litigation 12 Section 4.5 No Default 12 Section 4.6 Use of Proceeds 12 ARTICLE V COVENANTS 13 Section 5.1 Delivery of Financial Information 13 Section 5.2 Notice of Default 13 Section 5.3 Conduct of Business and Maintenance of Existence, etc 13 ARTICLE VI EVENTS OF DEFAULT 13 Section 6.1 Events of Default 13 ARTICLE VII MISCELLANEOUS 15 Section 7.1 Notices. 16 Section 7.2 Waiver; Amendment 16 Section 7.3 Expenses; Indemnification 16 Section 7.4 Successors and Assigns 17 Section 7.5 Governing Law 18 Section 7.6 Counterparts; Integration 18 Section 7.7 Survival 18 Section 7.8 Severability 18 Section 7.9 VENUE; WAIVER OF JURY TRIAL 18 Section 7.10 No Waivers; Cumulative Remedies 19 ARTICLE VIII THE AGENT 19 Section 8.1 Appointment and Authorization of Agent 19 Section 8.2 Delegation of Duties 20 Section 8.3 Liability of Agent 20 Section 8.4 Reliance by Agent 20 Section 8.5 Notice of Default or Event of Default 21 Section 8.6 Credit Decision 21 Section 8.7 Costs and Expenses; Indemnification 22 Section 8.8 Agent in Individual Capacity 22 Section 8.9 Successor Agent 22 Section 8.10 Lender in Individual Capacity 23 Section 8.11 Withholding Taxes. 23 EACH LENDER AGREES THAT IF ANY FORM OR CERTIFICATION IT PREVIOUSLY DELIVERED EXPIRES OR BECOMES OBSOLETE OR INACCURATE IN ANY RESPECT, IT SHALL UPDATE SUCH FORM OR CERTIFICATION OR PROMPTLY NOTIFY THE BORROWER AND E AGENT IN WRITING OF ITS LEGAL INABILITY TO DO SO. 26 Section 8.12 Collateral Matters 26
REPRESENTATIONS AND WARRANTIES 12. 1 The Supplier represents and warrants to the Province, with the intention and knowledge that the Province is relying on each such representation and warranty in entering into this Agreement, that: a) All statements contained in the Supplier’s Proposal, and any certificate or other document delivered to the Province under this Agreement or in connection with the Services to be provided hereunder are true and correct; b) The Supplier has no knowledge of any fact that may materially adversely affect the Supplier’s business or operations or its financial condition, or its ability to fulfill its obligations to the Province under this Agreement; c) The Supplier has the personnel, experience, qualifications and other resources to provide the Services in accordance with the requirements of this Agreement; d) The Supplier has the corporate power and legal capacity to enter into, fully perform, and meet all of its obligations under this Agreement on the terms and conditions set out herein; e) This Agreement has been duly authorized, executed and delivered by the Supplier and constitutes a valid and binding obligation of the Supplier; and f) The Supplier can perform the Services, and the Province shall be entitled to utilize the Services, in accordance with the requirements of this Agreement without infringing any trade secret, patent, copyright, industrial design or other intellectual property right enforceable in Canada, and the Supplier has obtained, and will maintain, at its own expense, all requisite and appropriate authorizations and permissions, including those concerning any licenses, assignments, copyrights, patents and other intellectual property rights that are required by the Supplier to meet its obligations to the Province hereunder.
REPRESENTATIONS AND WARRANTIES 12. Section 3.1. Representations and Warranties of the Backup Servicer 12
REPRESENTATIONS AND WARRANTIES 12. 7.1 Representations and Warranties of the State Treasurer 12
REPRESENTATIONS AND WARRANTIES 12. 진술 및 보장
12.1 On opening an Account and on a continuing basis, you represent and warrant to us that: (a) you are duly incorporated and validly existing under the laws of the jurisdiction of your organisation; and (b) you have all powers, licenses, authorisations and approvals to operate the business you conduct. 12.1 계좌 개설할 때, 또한 그 이후에도 고객은 은행에게 다음 사항에 대하여 진술하고 보장합니다: (a) 고객은 설립지 관할법률에 따라 적법하게 설립되어 유효하게 존속하고 있습니다. (b) 고객은 수행하고 있는 사업을 영위하기 위한 모든 권한, 인ㆍ허가 및 승인을 지니고 있습니다.
REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Corporate Existence; Compliance with Law 12
Section 4.3 No Legal Bar 13 Section 4.4 No Material Litigation 13 Section 4.5 No Default 13 Section 4.6 Use of Proceeds 13 ARTICLE V COVENANTS 13 Section 5.1 Delivery of Financial Information 14 Section 5.2 Notice of Default 14 Section 5.3 Conduct of Business and Maintenance of Existence, etc. 14 ARTICLE VI EVENTS OF DEFAULT 14 Section 6.1 Events of Default 14 ARTICLE VII MISCELLANEOUS 16
Section 7.1 Notices 16 Section 7.2 Waiver; Amendments 16 Section 7.3 Expenses; Indemnification 17 Section 7.4 Successors and Assigns 18 Section 7.5 Governing Law 18 Section 7.6 Counterparts; Integration 18 Section 7.7 Survival 18 Section 7.8 Severability 18 REVOLVING CREDIT AGREEMENT THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of [—], 2012 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Refining, LLC a Delaware limited liability company (the “Borrower”).
REPRESENTATIONS AND WARRANTIES 12. Section 5.1 Confirmation of Representations in Term Loan Agreement 12 Section 5.2 Benefit to the Guarantors 13 Section 5.3 First Priority Liens 13 Section 5.4 Legal Name, Organizational Status, Chief Executive Office 13 Section 5.5 Prior Names, Prior Chief Executive Offices 13 Section 5.6 [Reserved] 13 Section 5.7 Chattel Paper 13 Section 5.8 Accounts 13 Section 5.9 Governmental Obligors 14 Section 5.10 Copyrights, Patents and Trademarks 14 Section 5.11 Commercial Tort Claims 14 Section 5.12 Letter of Credit Rights 14 ARTICLE VI COVENANTS 14 Section 6.1 Covenants in Term Loan Agreement 14 Section 6.2 Maintenance of Perfected Security Interest; Further Documentation 14 Section 6.3 Maintenance of Records 15 Section 6.4 Visitation and Inspection 16 Section 6.5 Further Identification of Collateral 16 Section 6.6 Changes in Names, Locations 16
REPRESENTATIONS AND WARRANTIES 12. 1 The Optionor represents and warrants to NAGR that:
REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Representations and Warranties of Discover Bank Relating to Discover Bank 12 Section 4.2 Representations and Warranties of Discover Bank Relating to the Agreement and the Receivables 14 Section 4.3 Representations and Warranties of Discover Funding 15
REPRESENTATIONS AND WARRANTIES 12. Section 2.1 Representations and Warranties of Rockland Green. 12 Section 2.2 Representations and Warranties of the Municipality. 13