Reps and Warranties Clause Samples

Reps and Warranties. Each party hereby represents and warrants that the execution, delivery and performance of this Amendment by it has been duly authorized by all necessary or proper action on the part of such party and that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Reps and Warranties. Producer shall provide representations and warranties in accordance with standard industry practice including but not limited to the following: (a) Showcase and its licensees shall have the right to use the names and likenesses of all cast & crew in connection with the Picture and ads regarding the Picture. (b) Producer has and will at all times have the sole right, title and interest in and to the Picture free and clear from any liens (other than SAG) and/or other claims; the Picture and the use of the title will not infringe on or violate any rights of any person, corporation and/or other entity; Producer has the right to enter into this Agreement and to grant the rights granted to Showcase hereunder; and Showcase's exercise of its rights under this Agreement shall not infringe on the rights of any person, corporation and/or other entity. Showcase hereby represents and warrants that it is a Corporation in good standing and it shall use its best, reasonable efforts to market, sell and otherwise exploit the Picture, including obtaining so called “theatrical deals” whenever possible, in accordance with its best business practices and shall endeavor to achieve maximum sales and results on behalf of the Producer, in full consultation therewith.

Reps and Warranties. 5.1 Party A to party B declares, guarantees and commits as follows: 5.1.1 Party A will handle the transfer of the relevant Target Shares in accordance with the provisions of Article 2 of this Agreement. 5.1.2 Party A will handle the transfer of the relevant Option Shares in accordance with he provisions of Article 4 of this Agreement.

Reps and Warranties. ▇▇▇▇▇.▇▇ makes the access to the Services available to you. The use of our Services is subject to Customer’s compliance with these Terms, and any future agreements. We may modify, limit or discontinue our Services, from time to time and in our sole discretion. Additional terms may apply to new Services. The use of our Services may require Customers to use third party services, which shall be subject to their respective terms of use.

Reps and Warranties. The Seller and each of the Seller’s Shareholders hereby represent, warrant and undertake, severally and jointly, to the Buyer, that, as of the date hereof and as of the Closing, the following representations and warranties are true and accurate in all respects. The Seller and the each of the Seller’s Shareholders recognize and acknowledge that the Buyer is entering into this Agreement in reliance on the following representations, warranties and undertakings. Execution Copy (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has all requisite corporate power and authority to carry on its business as presently conducted. The Seller and the Seller’s Shareholders have all requisite power, authority and capacity to execute, deliver and perform this Agreement and to consummate the transactions and perform its obligations contemplated hereby and thereby. (ii) The authorized capital of the Seller consists, or will consist, immediately prior to the Closing, of: 5,000,000 Ordinary shares NIS 0.01 par value each of which 765,000 ordinary shares are issue and outstanding. (iii) The Seller has furnished the Buyer with its audited financial statements as of December 31, 2008 (the “Financial Statements”). The Financial Statements are true, complete and accurate, are in accordance with the books and records of the Seller and fairly reflect the financial condition, transactions in and dispositions of the assets of, the results of operations of, and the cash flows of the Seller for the periods stated therein. The Financial Statements have been prepared in accordance with the books and records of the Seller. (iv) Except as set forth in Exhibit 8(iv), the Seller has no, prior or current directors, officers, key employees, shareholders and other key persons or entities engaged by the Seller, whether as consultants or otherwise (together in this subsection (iv) the “Employees”) who have or had access to the Seller’s proprietary information who have or had contributed to the Intellectual Property; All Employees, except as detailed in Exhibit 8(iv) have assigned all intellectual property rights related to the business of the Seller to the Seller. (v) Except as set forth in Exhibit 8(v): (a) the Seller has not used any third party software components or licenses in the Intellectual Property; and (b) to the best of Sellers the Seller’s Shareholders knowledge the Seller is not obligated by any licenses of an...

Reps and Warranties. While a seller might provide a buyer with a great deal of due diligence and financial and other information, the only things that the seller is standing behind are the representations and warranties actually included in the final signed purchase agreement. A buyer and seller have differing goals in this section of a purchase agreement, with the seller wanting to narrow its reps as much as possible, and the buyer wanting the broadest set possible. Keep in mind that just because an agreement proposed by a seller might include reps and warranties that go on for pages and pages, all those words might contain very little substance. In fact, a buyer- favorable set of seller reps can be concise and still give the buyer all of the protections it needs (and without scaring a seller by presenting an inordinate amount of reps). Bringdown at Closing – When the purchase agreement is signed, the seller represents to the buyer that the reps are true on the date of signing. To give the buyer assurances that the assets and business are still essentially the same at closing as they were on the date the purchase agreement was signed and that the assets and business have not degraded, on the closing date the seller delivers a bringdown certificate to the buyer, certifying that the same set of reps and warranties are still true in all material respects. If there has been material changes in the assets, financials or other items covered by the specific set of reps the seller made in the purchase agreement, then the seller cannot make its bringdown or satisfy a closing condition.

Reps and Warranties. By signature below, each respective Secured party, individually, hereby agrees, represents and warrants to Intermediary the following:

Reps and Warranties. Seller shall certify to Purchaser at closing that all representations and warranties made under this Agreement are true and correct as of the closing.

Reps and Warranties. Mastiff represents and warrants that all the Products shall (i) conform strictly to its specifications; (ii) be free from material defects in design, material, and workmanship when used for their proper and intended purposes; and (iii) that the Products are free from all liens, encumbrances, and other claims against title, as of the date this Agreement is executed and that Mastiff will never voluntarily give a lien, encumbrance or other claim against title. In the event an involuntary claim against title arises, Mastiff will immediately notify Mad Catz and use it best efforts to remove such lien and minimize any harm of disruption to Mad Catz’ business. Andamiro Company Limited has licensed certain intellectual property contained the Products to Mastiff, which license should not effect the terms of this Agreement Mastiff hereby represents and warrants that all of the Products sold hereunder by it to Mad Catz, its successors or assigns, are and will be free and clear of infringement of any valid patent or trademark; and Mastiff agrees to defend any and all actions and suits, alleging any such infringement, that may at any time be brought against Distributor, or its successors or assigns, or any of its or their customers, to pay all costs and expenses incurred and to satisfy all judgments and decrees against the defendant or defendants in such actions or suits, and to save Mad Catz, its successors and assigns, and its and their customers, harmless from all loss, damage, expense and liability on account of any such infringement.