Representations and Warranties Relating to Agreement Validity Clause Samples
The 'Representations and Warranties Relating to Agreement Validity' clause requires each party to affirm that they have the legal authority and capacity to enter into the agreement and that the agreement is binding and enforceable against them. Typically, this involves confirming that signing the contract does not violate any other agreements or laws, and that all necessary approvals or consents have been obtained. This clause serves to assure all parties that the contract is legally sound and enforceable, reducing the risk of future disputes over its validity.
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represents and warrants to the other as of the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization;
(b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors’ rights generally;
(e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and
(f) its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws.
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Parry represent and warrants it’s to me other that:
(a) It is duly organized and validly existing and in good standing in the jurisdiction of its incorporation;
(b) It has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement.
(c) It has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) The Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms;
(e) There is not litigation, action, proceeding or investigation pending or, to the: best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of it’s business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and
(f) Its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws. 10 Taxes and Governmental Fees
10.1 Purchaser obligations Purchaser shall pay for any taxes, fees or charges imposed or authorized by any Governmental Authority in future (as on date no such taxes/fees/charges are being levied) on sale of the Solar Power to Purchaser pursuant to clause 7. The Power Producer shall notify Purchaser in writing with a detailed statement of such amounts, which shall be invoiced by the Power Producer in the monthly bills and payable by Purchaser. Purchaser shall timely report, make filings for, and pay any and all sales, use, income or other taxes, and any other amounts assessed against it due to its purchase of the Solar Power. This Section10.1 excludes taxes specified in Section 10.2.
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represent and warrants to the other that:
(a) It is duly organized and validly existing and in good standing in the jurisdiction of its incorporation;
(b) It has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement.
(c) It has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) The Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms;
(e) There is not litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of it’s business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and
(f) Its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws.
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that:
9.1.1 it is duly organized and validly existing and in good standing in the jurisdiction of its organization and is qualified to do business in the Commonwealth of Massachusetts;
9.1.2 it has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement;
9.1.3 it has taken all requisite corporate or other action to authorize and approve the execution, delivery, and performance of this Agreement;
9.1.4 this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms;
9.1.5 to the best of its knowledge, there is no litigation, action, proceeding or investigation pending or threatened on any basis before any court or other Governmental Authority by, against, affecting or involving any of its business or assets (including with respect to Host, the Premises or any interest therein) that would affect its ability to carry out the transactions contemplated herein; and
9.1.6 its execution of, and performance under, this Agreement shall not violate existing Applicable Law or any agreement to which it is a party.
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as ofthe Effective Date that: (a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization and is qualified to do business in the Commonwealth of Massachusetts; 22 B3708776.6
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represents and warrants to the other as of the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization and is in good standing in [ ];
(b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement and has the requisite power to own and operate assets and carry on its as it is now being conducted; it has all the rights required to enter into the Agreement and perform its obligations hereunder.
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) no consent of any third party, except for such third party consents that have already been obtained and that are in full force and effect, are required to approve the execution, delivery, and performance of the Agreement;
(e) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors’ rights generally;
(f) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein;
(g) its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a violation, breach of any term or provision of, or a default under,
(i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws; and
(h) no declaration, filing or registration with, or notice to, or Approval of any Governmental Authority is necessary for the consummation by such Party of the transactions contemplated hereby which has not already been obtained.
(i) it is an entity with the legal capacity to sue and to be sued, and does not have immunity under any Applicable Law from any legal action, suit or proceeding brought in connection with the performance or enforcement of its obliga...
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represents and warrants to the other as of the date of this Agreement and on the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization;
(b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally;
(e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other governmental authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and
Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization and is qualified to do business in the Commonwealth of Massachusetts;
(b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement and the approval of no Person other than the Persons providing the Host Consents is required for such Party’s execution, delivery and performance of its obligations under this Agreement and the Lease;
(c) it has taken all requisite corporate or other action to authorize and approve the execution, delivery, and performance of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms;
(e) to the best of its knowledge, there is no litigation, action, proceeding or investigation pending or threatened on any basis before any court or other Governmental Authority by, against, affecting or involving any of its business or assets (including with respect to Host, the Property or any interest therein) that would affect its ability to carry out the transactions contemplated herein; and
(f) its execution of, and performance under, this Agreement shall not violate existing Applicable Law or any agreement to which it is a party.