REPRESENTATIONS, WARRANTIES AND COVENANTS OF Clause Samples
The "Representations, Warranties, and Covenants" clause sets out the specific statements of fact, promises, and ongoing obligations that a party makes to the other party in a contract. This clause typically details what each party affirms to be true at the time of signing (representations), guarantees about the present or future (warranties), and commitments to perform or refrain from certain actions (covenants). For example, a seller might represent that it owns the goods free of liens, warrant that the goods meet certain specifications, and covenant not to sell similar goods to competitors. The core function of this clause is to allocate risk and ensure that both parties have clear, enforceable assurances about key aspects of the agreement, thereby reducing the likelihood of disputes.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE DEPOSITOR, THE SERVICER AND THE SELLERS; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE SERVICER 13 Section 5.1 Representations and Warranties 13 Section 5.2 Reporting, Books and Records and Compliance Covenants 14 Section 5.3 Audits 18 Section 5.4 No Liens 19 Section 5.5 Servicer’s Duty to Advise; Delivery of Certain Notices 19 Section 5.6 Notice of Breach or Change of Control 20 Section 5.7 Copies of Documents 20 Section 5.8 Financial Information 20 ARTICLE VI MANAGER CONSENT 21 Section 6.1 Actions Requiring Manager Consent 21 Section 6.2 Amendments, Modification and Waivers 22 ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 22 Section 7.1 Defaults 22 Section 7.2 Termination with Cause 24 Section 7.3 Termination without Cause 26 Section 7.4 Effective Termination Date 26 Section 7.5 Accounting 27 ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION 27
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. LICENSOR. Licensor represents and warrants that, as of the date hereof :
6.1.1. Licensor is a corporation, duly organized, validly existing and on good standing under the laws of the Province of its incorporation.
6.1.2. Licensor has the right and authority to gram he rights and license gamed to Licensee under this Agreement;
6.1.3. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. LICENSEE. Licensee represents, warrants and covenants that, as of the date hereof:
6.2.1. Licensee is a corporation, duly organized, validly existing and in good standing under the laws of The United Kingdom.
6.2.2. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Licensee: and
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. BANKNET KFT AND THE BKN SHAREHOLDER LIMITED No representations or warranties are made by any director, officer, employee or shareholder of BKN as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "BKN Disclosure Statement"), if any. BKN hereby represents, warrants and covenants to DYN, as follows:
3.1 BKN is a corporation duly organized, validly existing and in good standing under the laws of the Hungary, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of BKN are complete and accurate, and the minute books of BKN contain a record which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board of directors of BKN.
3.2 The aggregate number of shares of capital stock of BKN is one (1) share of common stock with a par value of 376,960,000 HUF.
3.3 BKN and The BKN Shareholder Limited have complete and unrestricted power to enter into and, upon the appropriate approvals are required by law, to consummate the transactions contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by BKN and the BKN Shareholder Limited will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of BKN or the BKN Shareholder Limited.
3.5 The execution, delivery and performance of this Agreement has been duly authorized and approved by the BKN and the BKN Shareholder Limited Board of Directors.
3.6 BKN will deliver to DYN before the Closing, current consolidated audited financial statements of BKN, prepared by Ernst & Young as at 31-12-98 and as at 30 June 1999 made up to I.A.S. standards. All such statements, herein sometimes called "BKN Financial Statements", are complete and correct in all material respects and, together with the notes to those financial statements, present fairly the financial position and results of operations of BKN for the periods included.
3.7 Since the dates of the BKN Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of BKN.
3.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of BKN, threatened against BK...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE SELLER AND THE SERVICER; COVENANT OF SELLER TO CONVEY MORTGAGE LOANS.............................................................30 3.1. Representations and Warranties of the Seller...................................................30 3.2. Representations and Warranties of the Servicer.................................................32 3.3. Representations and Warranties of the Seller with Respect to the Mortgage Loans................35 3.4. Covenants of the Seller to Take Certain Actions with Respect to the Mortgage Loans In Certain Situations.............................................37 3.5. Conveyance of the Mortgage Loans...............................................................39 3.6. Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee.............................................................42 3.7. Cooperation Procedures.........................................................................43 3.8. Conveyance of the Subsequent Mortgage Loans....................................................44 3.9.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE COMPANY AND THE SERVICER; COVENANT OF COMPANY TO CONVEY MORTGAGE LOANS.......................30 3.1. Representations and Warranties of the Company.............30 3.2. Representations and Warranties of the Servicer............32 3.3. Representations and Warranties of the Company with Respect to the Mortgage Loans.............................35 3.4. Covenants of the Company to Take Certain Actions with Respect to the Mortgage Loans In Certain Situations.......37 3.5. Conveyance of the Mortgage Loans..........................38 3.6. Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee..................42 3.7. Cooperation Procedures....................................43 3.8. Conveyance of the Subsequent Mortgage Loans...............43
REPRESENTATIONS, WARRANTIES AND COVENANTS OF the Mortgage Loan Seller. ------------------------
(a) The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser and its successors and assigns (including, without limitation, the Trustee and the holders of the Certificates), each of the representations and warranties set forth in Exhibit B with respect to the Mortgage Loans, with such changes or modifications as may be permitted or required by the Rating Agencies.
(b) In addition, the Mortgage Loan Seller, as of the date hereof, hereby represents and warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Mortgage Loan Seller, and the performance and compliance with the terms of this Agreement by the Mortgage Loan Seller, will not violate the Mortgage Loan Seller's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of the Mortgage Loan Seller to carry out the transactions contemplated by this Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding ...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. Owner Participant. -----------------
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. CONTRIBUTORS AND UNIT RECIPIENTS