REPRESENTATIONS, WARRANTIES AND PROMISES Clause Samples

The "Representations, Warranties and Promises" clause sets out the specific statements of fact, assurances, and commitments that each party makes to the other within a contract. This clause typically covers matters such as the authority to enter into the agreement, the accuracy of information provided, and the fulfillment of certain obligations or standards. By clearly outlining these assurances, the clause helps allocate risk between the parties and provides a basis for legal recourse if any statements or promises prove to be false or unfulfilled.
REPRESENTATIONS, WARRANTIES AND PROMISES. To induce us to make Receivables Loans and Inventory Loans from time to time, you make the following representations, warranties and promises, each of which survives the execution and delivery of this Agreement and is deemed to be incorporated by reference in each request for a Receivables Loan or an Inventory Loan:
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. Debtor and Corporation further represent, warrant and agree: a. Corporation is the owner of the Collateral and grants the security interest herein in consideration of the execution and delivery of the Note. b. Neither Debtor nor Corporation will hereafter grant a security interest in, or sell the Collateral to, any other person, firm or corporation, without Secured Party's consent except as permitted herein c. Debtor and Corporation will at all times defend the Collateral against any and all claims of any person adverse to the claims of Secured Party. d. Debtor and Corporation will take such action and execute such documents as Secured Party may from time to time request to maintain a perfected security interest on the part of Secured Party in the Collateral (free of all other liens and claims whatsoever except as permitted pursuant to paragraph 16 below) to secure payment of the Obligations. Without limiting the generality of the foregoing, Debtor and Corporation shall execute appropriate financing statements for filing in the office of the Secretary of State of Arizona and any other appropriate governmental bodies and shall execute and deliver all documents necessary to perfect a security interest in, and shall deliver appropriate certificates of title for notation of Secured Party's lien on, any Motor Vehicles of Corporation. e. Debtor and Corporation will use the Collateral in conformity with all applicable laws and will pay all taxes and assessments on it or its use when due. f. Debtor and Corporation have full power and authority to enter into this Agreement. g. In case of failure by Debtor or Corporation to procure or maintain insurance. or to maintain the Collateral, or to pay any fees, assessments, charges or taxes arising with respect to the Collateral, all as herein specified, Secured Party shall have the right, but shall not be obligated, to effect such insurance, or cause the Collateral to be maintained, or pay such fees, assessments, charges or taxes, as the case may be, and, in that event, tire cost thereof shall be payable by Debtor and Corporation to Secured Party immediately upon demand together with interest at the rate of fifteen percent (15%) from the date of disbursement by Secured Party to the date of payment by Debtor or Corporation, h. The Collateral will be kept free from any lien, security interest, encumbrance or other right, title or interest of any other person, firm or corporation created on or after the effective date hereof...
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. Pledgor further represents, warrants and agrees: a. Pledgor will not hereafter grant a lien, encumbrance, security interest, in any of the asset▇ ▇▇ ▇▇▇▇▇▇ation ("Avanti Assets"), or sell or otherwise transfer any of same (except in the ordinary course of business for flu consideration paid to Corporation), to any other person, firm or corporation, without Pledge's consent; b. Pledgor will at all times defend the Avanti Assets against any and all claims of any person adverse to the claims of Secured Party, and will comply with all terms and conditions of the Security Agreement (Assets) of even date herewith between Pledgor, Pledgee and Corporation covering the Avanti Assets; c. Pledgor will use the Avanti Assets in conformity with all applicable laws and will pay all taxes and assessments on it or its use when due; d. Pledgor shall keep the Avanti Assets insured against loss or damage by fire (with extended coverage), theft, physical damage and against such other risks as is required by Pledgee. Pledgor will obtain loss payable endorsements on applicable insurance policies in favor of Pledgor and Pledge as their interests may appear and will deposit the insurance policies with Pledgee. The proceeds of any insurance from loss, theft, or damage to the Avanti Assets shall be held, disbursed and applied toward the repair, restoration or replacement of same or, at the option of Pledgee, such proceeds shall be disbursed to reduce the balance of the Obligations; e. All of the Avanti Assets are and will be, kept, all records concerning Corporation are, and will be, kept and Corporation's principal business office located at 17650 North 25th Avenue, Phoenix, Arizona 85023; f. Pledg▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇ssessments upon the g. Pledgor shall pay all obligations of Corporation as and when due, including the loan to the Corporation from Heritage bank in an amount not to exceed $600,000.00 referred to in the Purchase Agreement; h. Pledgor shall not take any action or fail to take any action which would cause a termination or dissolution of Corporation; and i. Pledgor shall not cause any additional shares of Corporation to be issued or admit any new shareholders to Corporation.
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. 5.1 For the purpose of the share transfer, each Transferor represents, warrants and promises for itself to the Transferee the following: (1) The Transferors have all the legal rights and authorizations to execute and perform this Agreement and to fulfill its obligations under this Agreement; (2) The execution and performance of this Agreement by Transferors shall not be in conflict with any laws and regulations and shall not be in conflict with any other contract, agreement or any other legal instrument whereas the Transferor(s) is a party or where such legal instrument has binding effect on the Transferor(s)’ assets; (3) The Transferors are the legal owners of the shares to be transferred and such shares are free from any type of freezing, seizure, pledge, lien, claims or any other parties’ interests; (4) Upon the Transferee’s request, the Transferors shall provide all necessary assistance, including but not limited to providing necessary documents and materials, to accomplish the share transfer under this Agreement; and (5) There is no ongoing or pending litigation or arbitration which may affect its performance of this Agreement. 5.2 For the purpose of the share transfer, the Transferor and the Target Company represent and warrant to the Transferee jointly that: (1) The Target Company and its wholly owned subsidiary are the entities duly established and validly existing under the laws of China. They have obtained all necessary approvals and permissions from relevant government authorities; (2) The Transferors have completed their capital contribution promptly and completely pursuant to the articles of associations of the Target Company and its wholly owned subsidiary. Since the capital contribution, the Transferors have never conducted any act(s) to take back its capital contribution or to transfer any assets; (3) The Target Company and its wholly owned subsidiary have made full disclosure to the Transferee that they have complete and full ownership of their assets and liabilities. The Target Company and its wholly owned subsidiary have made full disclosure to the Transferee that the liabilities of the Target Company are true, accurate and complete and unless disclosed previously, no material debts which would affect the business operation of them in its ordinary course. Except as disclosed previously in written form, Target Company and its wholly owned subsidiary have complete and full ownership of the assets provided in the List, which are free from a...
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. 3.1 The parties hereto represent and warrant to each other as follows: (a) It is duly established and existing entity in accordance with the law of its location or its place of incorporation and is in good standing; (b) It has the power and authorization necessary for the execution and delivery of this Agreement and for the performance of its obligations hereunder; (c) It has taken all internal action necessary for the approval of the execution of this Agreement, and its representative who signs this Agreement has full authorization to execute, and is bound by, this Agreement. (d) It is legally bound by this Agreement after this Agreement is executed by its authorized representative; (e) Neither the execution of this Agreement nor the performance of the obligation hereunder will conflict, violate or breach any provisions of its Articles of Association applicable at the time of executing this Agreement, or any law, statutes, regulation, authorization or any government approval, or any contract or agreement to which it is a party or in which it is a target. (f) It is in compliance with the applicable law and statutes, and there is no major litigation, arbitration and administrative sanction, bankruptcy proceeding, reorganization, ceasing of business and other legal proceedings that will affect the execution and performance of this Agreement. (g) All the documents and information provided by it in connection with this Transaction are true, accurate and complete, and will not in any way cause misleading. All the representations and warranties made by it herein are true, accurate and complete in all material aspects on the date of executing this Agreement and remain true, accurate and complete in all material aspects at the time of executing this Agreement (except the effect caused by the provisions, or the Transactions permitted, in this Agreement, if such representations and warranties are reiterated at the time of executing this Agreement). 3.2 Party B promises as below: (a) Party B must fully disclose the important information regarding the Company in its financial report as of June 30, 2013 (Attachment 7) and Party B is legally responsible for the truthfulness and accuracy of such report. If Party B intentionally withhold important information it should have disclosed in the Company’s financial report, Party B must bear the corresponding responsibility; Party B shall be responsible for any potential debt not disclosed in the Company’s financial report as o...
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. Guarantor represents, warrants and promises as follows: (a) Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has and will continue to have all requisite power and authority to enter into, deliver and be bound by this Guaranty and has duly executed and delivered this Guaranty. (b) The execution and delivery by Guarantor of this Guaranty, Guarantor's performance of all of its obligations hereunder and consummation of the transactions contemplated hereby do not conflict with or violate any applicable law or any ruling, judgment or order of any court or other governmental authority, and do not and will not conflict with or result in or constitute any breach or default under or result in the creation or imposition of any lien, charge or encumbrance under any agreement, indenture or undertaking to which Guarantor is a party or by which Guarantor or any of its property is bound. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or other governmental authority, pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor or any of its property, which has, or would have, a material adverse effect upon the financial condition of Guarantor. (d) No approval, consent or authorization of any governmental authority is required in connection with Guarantor's entering into or performing its obligations under this Guaranty. (e) This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. To the best of Assignor's knowledge, after due inquiry, Assignor represents, warrants and agrees: (a) The Real Estate Contract is valid and enforceable and has not been altered, modified or amended in any manner whatsoever; (b) Assignor is not in default under any of the terms, covenants or conditions of the Real Estate Contract; and (c) Assignor shall not, without the Bank's prior written consent, assign or transfer all or any portion of the Real Estate Contract on the proceeds due Assignor thereunder to any other party.
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. To induce us to purchase --------------------------------------- Accounts from time to time, you make the following representations warranties and promises, each of which survives the execution and delivery of this Agreement and is deemed to be incorporated by reference in each Assignment Agreement:
View Source
REPRESENTATIONS, WARRANTIES AND PROMISES. The parties hereto represent and warrant to one another as follows: (a) It is duly established and existing entity in accordance with the law of its location or its place of incorporation or formation and is in good standing; (b) It has the power and authorization necessary for the execution and delivery of this Agreement and for the performance of its obligations hereunder; (c) It has taken all internal action necessary for the approval of the execution of this Agreement, and its representative who signs this Agreement has full authorization to execute, and is bound by, this Agreement. (d) Neither the execution of this Agreement nor the performance of the obligation hereunder will conflict, violate or breach any provisions of its Articles of Association, articles of incorporation or other corporate governance documents applicable at the time of executing this Agreement, or any law, statutes, regulation, authorization or any government approval, or any contract or agreement to which it is a party or in which it is a target. (e) It is in compliance with the applicable law and statutes, and there is no major litigation, arbitration and administrative sanction, bankruptcy proceeding, reorganization, ceasing of business and other legal proceedings that will affect the execution and performance of this Agreement. (f) All the documents and information provided by it in connection with this transaction are true, accurate and complete, and will not in any way cause misleading. All the representations and warranties made by it herein are true, accurate and complete in all material aspects on the date of executing this Agreement and remain true, accurate and complete in all material aspects at the time of executing this Agreement (except the effect caused by the provisions, or the Transactions permitted, in this Agreement, if such representations and warranties are reiterated at the time of executing this Agreement).
View Source

Related to REPRESENTATIONS, WARRANTIES AND PROMISES

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a national banking association organized and validly existing and in good standing under the laws of the United States and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement; (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's organizational documents, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound, which violation, default or breach, in the case of either clause (iii)(B) or (iii)(C) might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (v) The Seller is not a party to or bound by any agreement or instrument or subject to any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions involving the Seller contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to the Seller's knowledge, threatened against the Seller that would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement; and (viii) For purposes of accounting under generally accepted accounting principles ("GAAP"), and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration contemplated by this Agreement. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller or on account of an antecedent debt. (b) The Seller hereby makes, on the date hereof and on the Closing Date, the representations and warranties contained in Schedule I and Schedule II hereto with respect to each Mortgage Loan, for the benefit of the Purchaser, which representations and warranties are subject to the exceptions set forth on Schedules III and IV. References in this Agreement to "Breach" mean a breach of any such representations and warranties made pursuant to this Section 3(b) with respect to any Mortgage Loan.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.