The Representations and Warranties Clause Samples
The Representations and Warranties clause sets out specific statements of fact and assurances made by each party regarding their authority, status, and relevant circumstances at the time of entering into the agreement. Typically, these statements might include confirmation that a party is duly organized, has the power to enter into the contract, and that there are no undisclosed liabilities or pending litigation. This clause serves to allocate risk by ensuring that both parties have accurate information and can rely on the truthfulness of these statements, thereby reducing the likelihood of disputes arising from misrepresentation or hidden issues.
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The Representations and Warranties. The Company represents and warrants that each of the following statements shall be true and correct as of the Closing Date:
The Representations and Warranties. In this section the borrower and the guarantor or any other grantor of collateral provide their assurance that the agreement is within the appropriate authority of the companies and that the information provided is accurate. It ensures that the authorizations of the companies are valid, that they can be enforced, and that they are in compliance with relevant laws and regulations. These sections also include statements that no misrepresentations have occurred through the omission of any pertinent information. Also representations concerning the financials of the obligor may be outlined in this section, such as the statement that the recently audited accounts of the obligor form a true and fair view of the borrower´s financial condition. Equally it is common to add a „material adverse change clause“, which certifies, that no negative change has occurred in the financial ability of the borrower to meet its obligations since the commencemnet of the agreement. The fundamental importance of the representaions and warranties can be enforced by linking any breach of these sections to an event of default. These sections specify the conditions that have to be fulfilled prior to the first and the subsequent drawdowns of the loan. These preconditions include the receipt of all final documents, such as favourable legal opinions, executed promissory notes, certifications, financial statements and the covenants set out in the agreement have to be met. The obligor must present a drawdown notice in the form set out in the agreement and must not be in any form of default or be involved in litigation that could adversly affect the agreement. The obligor must be in compliance with all terms and conditions of the agreement. The purpose of the conditions precedent is to suspend the lenders commitment until the security, if any, is perfected and satisfactory evidence has been received that all pertinent legal matters concerning the borrower and the guarantor, if any, are in order.
The Representations and Warranties. The Company represents and warrants to each Investor that each of the following statements is true and correct as of the date hereof:
The Representations and Warranties. The Company represents and warrants that:
The Representations and Warranties. You represent and warrant to the Manager, the Issuer and each other Person who is or who in the future becomes a Member, that:
The Representations and Warranties. The Parties hereby represent and warrant to each other the following: 8.1 Each Party is an entity duly incorporated, valid, subsisting and in good standing under the laws of the respective jurisdictions in which it is incorporated.
The Representations and Warranties. As to yourself only, you represent and warrant to the Company and each other Person who is, or in the future becomes, a Member, that each of the following statements shall be true and correct as of the Closing Date:
The Representations and Warranties of the parties, contained in this Agreement , except as amended, altered or waived by the parties in writing, shall be true and correct in all material respects at Closing with the same force and effect as if such representations and warranties are made at and as of such time; and each corporate party hereto shall provide the other with a certificate, certified either individually or by an officer, dated the Closing Date, to the effect, that all conditions precedent have been met, and that all representations and warranties of such party are true and correct as of that date. The form and substance of each party's certification shall be in a form reasonably satisfactory to the other. In addition, it shall be a condition precedent of ADT's obligation to consummate the transactions contemplated herein that a certificate of good standing on HRMX shall have been delivered to it by the Secretary of State of Nevada.
The Representations and Warranties. You represent and warrant to the Company that each of the following statements is true and correct:
The Representations and Warranties. MADE BY SELLER IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE. SELLER HEREBY EXCLUDES AND DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AGENTS, ADVISORS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION BY THE SELLER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Without limiting the generality of the foregoing, Seller makes no representation or warranty to Buyer with respect to (a) any projections, estimates or budgets delivered or made available to Buyer or its representatives before or after the date of this Agreement, or (b) except as expressly covered by a representation and warranty contained in this Article IV, any other information or documents (financial or otherwise) made available to Buyer or its representatives.