Statements of Fact Sample Clauses
A Statements of Fact clause sets out specific assertions or representations made by one or both parties regarding key facts relevant to the agreement. These statements may include details such as the authority to enter into the contract, ownership of assets, or the absence of legal disputes. By clearly documenting these facts, the clause helps ensure that both parties are relying on accurate information, thereby reducing the risk of misunderstandings or misrepresentations that could lead to disputes.
Statements of Fact. (a) Seller’s Statements of Fact will be true and correct on and as of the Closing as though made on and as of the Closing (other than those Statements of Fact that speak to an earlier date); and (b) in the case of Seller’s Statements of Fact that speak to an earlier date, such Statements of Fact will be true and correct as of the earlier date.
Statements of Fact. The Creator states that the following facts are accurate and will continue to be accurate during this agreement:
8.1 If the Creator is an individual, the Creator is at least 18-years old and has the legal capacity to enter into this agreement. If the Creator is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering.
8.2 The Creator has the power to enter into this agreement, to grant the rights granted in it, and to perform fully the Creator’s obligations in this agreement.
8.3 The Creator is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform the Creator’s duties and obligations under this agreement.
8.4 The Creator has independently evaluated the desirability of participating in the Platform, and the Creator has not relied on any statement other than those set out in this agreement.
8.5 The Creator’s signing and performance of this agreement will not conflict with or violate
(i) any order, judgment, or decree that applies to the Creator; or (ii) any agreement that applies to the Creator.
8.6 The Creator’s performance under this agreement, use of the Platform, and the Creator Content will not:
(a) invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
(b) involve any defamatory, libelous, slanderous, obscene, indecent, or otherwise unlawful material;
(c) violate any applicable law, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
(d) otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.
8.7 The Creator owns all interest in all Creator Content that is uploaded to the Creator Profile or otherwise used in connection with the Platform.
8.8 The Creator has sufficient rights in the Creator Content to grant the Company rights granted in this agreement (including a signed written appearance release for each identifiable person in the Creator Content to use their name and likeness).
8.9 The Creator Content does not depict any individual un...
Statements of Fact. (a) Buyer’s Statements of Fact will be true and correct in all material respects (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those of Buyer’s Statements of Fact that speak to an earlier date); and (b) in the case of those of Buyer’s Statements of Fact that speak as to an earlier date, such B▇▇▇▇’s Statements of Fact will be true and correct in all material respects as of the earlier date (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).
Statements of Fact. (a) Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date); and (b) in the case of Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date, such Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects as of the earlier date (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).
Statements of Fact. The Employer has engaged Future Systems for the calculation of payrol1s, related products and services, and the provision of electronic funds transfer services and preparation of related checks and vouchers (collectively the “Payroll Services”). An Originating Depository Financial Institution (hereinafter called "BANK”) has established a batch processing service with Future Systems, a third-party processor. Future Systems will provide services for the preparation and transmission of electronic files and records for electronic funds transfers (collectively hereinafter called “EFTs”) to the BANK and ACH Entries (as defined below), subject to the NACHA Rules (as defined below), to members of NACHA (as defined below), and electronic payment orders and records to process EFTs settlement of such EFTs, and related reporting thereof on behalf of the BANK, (collectively called the "ACH Services"). The Employer desires to utilize the ACH Services, subject to the terms of this Agreement, in conjunction with the Payroll Services by Future Systems at the current fee schedule and processing deadline schedules as amended from time to time.
Statements of Fact. On or JUNE 10, 1999 FFCI purchased all stock of LanSource based at 7 per share for a total purchase price of $600,000 which was paid in the form of FFCI restricted common stock totaling 85,714 shares.
Statements of Fact. By registering, the Artist states that the following facts are accurate:
(a) all account registration information is accurate (and will continue to be accurate during this agreement); (b) if the Artist previously had an account, the Artist’s old account was not terminated or suspended by the Company for violation of this agreement or the Terms-of-Service Agreement; (c) the Artist’s registration is for the Artist’s use, and the Artist will not otherwise sell, rent, or transfer the Artist’s account to any third party; and
(d) the Artist will not use any third-party payment processors to accept payments for any Artist Offerings.
Statements of Fact. You state that the following facts about any User Contribution you post on or through the Platform are accurate: (a) you own or control all interest in the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (b) all your User Contributions do and will comply with this agreement.
Statements of Fact. ▇▇. ▇▇▇▇▇▇ is currently employed by Company as its Senior Vice President, pursuant to that certain employment agreement dated August 18, 1995, between Company and ▇▇. ▇▇▇▇▇▇ (the “Existing Agreement”).
Statements of Fact. A. The Park Owner is the owner of lands and premises in the Town, on which the Park Owner operates a 148 site mobile home park known as Riverview Commons Mobile Home Park (hereafter, together with any mobile home sites additional to the existing 148 sites, and the conceptual Senior Housing Park Expansion, if implemented, collectively the “Park”).
B. The owners of land, commercial buildings and/or homes in the Town Gateway Commercial Zoning District are hereafter, collectively referred to as the “Gateway”.
C. The Town pursuant to the powers granted under 24 VSA Chapter 101 and other applicable state statutes, owns and operates a municipal wastewater disposal system (the “Municipal Disposal System”) and, pursuant to the powers granted under 4 VSA Chapter 89 and other applicable state statutes, owns and operates a municipal water supply system (the “Municipal Water System”). Under the Town Charter, 24 VSA Appendix, Chapter 143, §103, the Town has all the powers granted to towns by state law, and all the implied powers necessary to carry into execution all the powers granted.
D. Under the Town Charter, 24 VSA Appendix, Chapter 143, §902, the Richmond Water and Sewer Commissioners (the “Commissioners”) manage and operate Selectboard & Town Manager Town Clerk & Treasurer Police Highway Library Water & Sewer Planning & Zoning ▇▇▇-▇▇▇-▇▇▇▇/FAX ▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇▇ the Municipal Disposal System and the Municipal Water System, including establishing rates and charges for water and sewer disposal services.
E. At the Annual 2015 Town Meeting, the Town voters approved bonded indebtedness in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), subject to reduction by the receipt of available state and federal grants-in- aid ( together with any temporary loans authorized by 24 VSA §1773 and notes and bonds authorized by 24 VSA §1771, the “Indebtedness”), for the purpose of financing the cost of extending municipal water and sewer lines westerly along the Gateway and as far as the Park (the “Municipal Line Extensions”).
F. Connection of the Gateway and Park to the Municipal Disposal System and the Municipal Water System would serve the important public purpose of protecting public health and the environment.
G. The conceptual Senior Housing Park Expansion has not been presented or approved, however, if approved by the appropriate municipal authority then it would serve the important public purpose of faci...