REPRESENTATIONS, COVENANTS AND WARRANTIES Clause Samples
The "Representations, Covenants and Warranties" clause sets out the statements of fact, ongoing promises, and assurances made by the parties to a contract. In practice, this clause requires each party to confirm certain facts are true at the time of signing (representations), to commit to specific actions or refrain from certain behaviors during the contract term (covenants), and to guarantee the truth of particular statements for the duration of the agreement (warranties). Its core function is to allocate risk and establish a basis for legal recourse if any of the stated facts or promises prove false or are breached, thereby ensuring trust and clarity between the parties.
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows (all references to "Subsidiary" and "Subsidiaries" in this paragraph 8 shall be deemed omitted if the Company has no Subsidiaries at the time the representations herein are made or repeated):
REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.
REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1 Either of the Parties represents, covenants and warrants to the other Party as follows:
11.1.1 It is a company lawfully established and duly existing;
11.1.2 It is qualified to conduct the transaction hereunder and such transaction is in line with its business scope;
11.1.3 It has full power to enter into this Agreement, and its authorized representative has obtained full authorization to execute this Agreement on behalf of it;
11.1.4 It has the ability to perform its obligations hereunder, and such performance will not violate any restrictions of legal documents binding upon it;
11.1.5 It is not subject to any liquidation, dissolution or bankruptcy procedures.
11.2 Party B covenants that during the valid term of this Agreement, Party B shall notify Party A of any change in Party B’s shareholding structure thirty days in advance.
11.3 Party B covenants that except as required for the works provided in this Agreement, Party B shall not use or copy the trademarks, signs or company names of Party A or its affiliates without Party A’s prior written consent.
11.4 Party B shall neither conduct, nor allow any third party to conduct any act or omission that is detrimental to Party A’s ownership of technology or any other intellectual property or any other rights of Party A.
REPRESENTATIONS, COVENANTS AND WARRANTIES. 15 8A. Organization.....................................................15 8B.
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants to the Purchaser as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Borrower represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. We hereby make the following representations, covenants and warranties, which shall be deemed to be repeated and confirmed upon the creation or acquisition by us of each item of Collateral and upon the creation of any Obligation:
(a) We are a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction indicated beneath the signature line of this Agreement, have the corporate power to own our properties and to carry on our business as now being conducted, are qualified to engage in business and are in good standing in each jurisdiction in which the character of our properties, the transaction of our business or the collection of any of our Accounts make such qualification necessary and have the corporate power to execute, deliver and perform this Agreement, except to the extent that failure to so qualify is not reasonably likely to result in a Material Adverse Effect (as defined in the Credit Agreement).
(b) Our execution, delivery and performance of this Agreement and our granting of the security interest in the Collateral (i) have been duly authorized by all requisite corporate action; (ii) will not: (A) violate any provision of law, any order of any court, tribunal or agency of government or our certificate of incorporation, bylaws or other charter documents; (B) violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, license, sublicense, agreement or other instrument to which we are a party or by which we or any of our properties are bound; (C) violate any governmental or agency rule or regulation (including, but not limited to, Regulations U and X of the Board of Governors of the Federal Reserve System); or (D) result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the Collateral, except for the security interest created by this Agreement; and (iii) do not require any filing or registration with, any permit, license, consent or approval of, or any exemption by, any governmental or regulatory authority, except the filing of a UCC financing statement in the requisite public office in the jurisdiction in which we are organized.
(c) This Agreement has been duly executed and delivered by us and is our legal, valid and binding obligation, enforceable against us in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in eff...
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord represents, covenants, and warrants as follows:
a. The Landlord is an incorporated municipality, duly and regularly created, incorporated, and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenan...
REPRESENTATIONS, COVENANTS AND WARRANTIES. As an inducement to and to obtain the reliance of Buyer, Seller individually represents and warrants to Buyer as follows: