Warranties and Representations of Clause Samples

The 'Warranties and Representations' clause sets out the specific assurances and factual statements that one or both parties make to each other regarding the subject matter of the agreement. In practice, this clause details what each party guarantees to be true, such as having the authority to enter into the contract, the accuracy of provided information, or compliance with relevant laws. Its core function is to allocate risk by holding parties accountable for the truthfulness of their statements, thereby providing a basis for remedies if any of the representations or warranties prove to be false.
Warranties and Representations of. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ warrants and represents to TRSG, as of the date hereof, as follows: (a) World Wide Personnel Services of Virginia, Inc. is a corporation duly organized under the laws of the State of Virginia, validly existing and in good standing, authorized to exercise all its corporate powers, rights and privilege and has the corporate power and authority to own and operate its properties and to carry on its business as now conducted. (b) ▇▇▇▇▇▇▇▇ has all requisite legal and corporate power to execute and deliver this Agreement, consummate the transactions contemplated hereby and perform its obligations hereunder. (c) All corporate action on the part of World Wide necessary for the authorization, execution, delivery and performance of all obligations under this Agreement will be taken and this Agreement constitutes a legal, valid and binding obligation enforceable according to its terms. (d) ▇▇▇▇▇▇▇▇ has, and will have at Closing, legal and beneficial ownership of ▇▇▇▇▇▇▇▇ Shares, free and clear of any and all liens and encumbrances or other restrictions or limitations and has, and will have at Closing, all required legal and corporate power to transfer and convey ▇▇▇▇▇▇▇▇ Shares to TRSG. (e) There are no claims, actions, suits, investigations or proceedings against ▇▇▇▇▇▇▇▇ or World Wide pending or, to the knowledge of ▇▇▇▇▇▇▇▇, threatened in any court or before or by any governmental authority, or before any arbitrator, that might have an adverse effect on World Wide or ▇▇▇▇▇▇▇▇ Shares, and to the knowledge of ▇▇▇▇▇▇▇▇, there is no basis for any such claim., action, suit, investigation or proceeding that is likely to result in a judgment, decree or order having an adverse effect on World Wide or ▇▇▇▇▇▇▇▇ Shares. ▇▇▇▇▇▇▇▇ and World Wide are not in default under, and no condition exists that would (i) constitute a default under, or breach or violation of, any legal requirement, permit or contract applicable to ▇▇▇▇▇▇▇▇ or World Wide, or (ii) accelerate or permit the acceleration of the performance required under, or give any party the right, to terminate any contract other than the lawsuit filed by PML North America, LLC in U. S. District Court for the Eastern District of Michigan (Case No. 06-cv-14447). (f) No suit, action or other proceeding is pending or, or to the knowledge of ▇▇▇▇▇▇▇▇, threatened before any governmental authority seeking to restrain ▇▇▇▇▇▇▇▇ or prohibit its entry into this Agreement or prohibit the Closing, or seeking damages agai...
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Related to Warranties and Representations of

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇, with respect to water and sewage issues only, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.