REPRESENTATIONS OF MATERIAL FACTS Clause Samples

The 'Representations of Material Facts' clause requires parties to affirm that all significant facts relevant to the agreement are accurately disclosed and true at the time of signing. In practice, this means each party must provide honest and complete information about matters that could influence the other party’s decision to enter into the contract, such as financial status, ownership rights, or existing liabilities. This clause serves to ensure transparency and trust between parties, reducing the risk of disputes or claims of misrepresentation by making clear that both sides are relying on truthful disclosures.
REPRESENTATIONS OF MATERIAL FACTS. The award of this Contract was in reliance on the facts reflected in certifications and representations made by Seller prior to the award. Those same facts can determine whether the intended end use of Seller's Work is lawful. If, at any time during the performance of this Contract, Seller discovers that any information contained in these certifications and representations is erroneous or is no longer current, Seller must provide immediate written notice of the correction and current information to the Buyer. Seller and its subcontractors at all tiers are also required to notify their respective buyers, up to and including the Company Buyer if any of them at any tier becomes suspended, debarred or otherwise determined ineligible to participate in contracts. This obligation is a material term of this Contract and must be included in all subcontracts at all tiers. The corrected and current facts could lead the Company to divert Seller's Work from the intended use, terminate continued performance, or other business decision. A breach of this obligation is grounds for a default termination.
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REPRESENTATIONS OF MATERIAL FACTS. The award of this Contract was in reliance on the facts reflected in certifications and representations made by Seller prior to the award. Those same facts can determine whether the intended end use of Seller's Work is lawful. If, at any time during the performance of this Contract, ▇▇▇▇▇▇ discovers that any information contained in these certifications and representations is erroneous or is no longer current, Seller must provide immediate written notice of the correction and current information to the Aerojet Rocketdyne, Inc. Buyer. Seller and its subcontractors at all tiers are also required to notify their respective buyers, up to and including the Aerojet Rocketdyne, Inc. Buyer if any of them at any tier becomes suspended, debarred or otherwise determined ineligible to participate in contracts. This obligation is a material term of this Contract and must be included in all subcontracts at all tiers. The corrected and current facts could lead Aerojet Rocketdyne, Inc. to divert Seller's Work from the intended use, terminate continued performance, or other business decision. A breach of this obligation is grounds for a default termination.
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REPRESENTATIONS OF MATERIAL FACTS 
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Related to REPRESENTATIONS OF MATERIAL FACTS

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of Dealer Dealer represents and warrants to Company on the date hereof that: (a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

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  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.