Representations, Warranties, Covenants and Agreements Clause Samples
The 'Representations, Warranties, Covenants and Agreements' clause sets out the statements of fact, promises, and ongoing obligations that each party makes to the other in a contract. Representations and warranties typically address the truthfulness of certain facts at the time of signing, such as a party's authority to enter the agreement or the absence of undisclosed liabilities, while covenants and agreements outline actions the parties must or must not take during the contract's term, like maintaining insurance or refraining from competing activities. This clause is essential for allocating risk, ensuring transparency, and providing remedies if any statements prove false or if obligations are breached.
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Representations, Warranties, Covenants and Agreements. The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.
Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements of the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Agent or any controlling person of any Agent, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes.
Representations, Warranties, Covenants and Agreements. The representations and warranties contained in the Loan Documents are and shall be true and correct in all respects, and all covenants and agreements have been complied with and shall be correct in all respects, and all covenants and agreements to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Agent.
Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent.
(ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.
Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows:
(a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name.
(b) The Debtor is a limited liability company whose state of organization is Delaware. The Debtor shall not change its state of organization without the prior written consent of the Secured Party.
(c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement.
(d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine.
(e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof.
(f) Except to ...
Representations, Warranties, Covenants and Agreements. The Company further represents, warrants, covenants, and agrees with the Administrative Agent for the benefit of the Lenders as follows:
Representations, Warranties, Covenants and Agreements. The (i) representations and warranties of Buyer contained in Sections 4.2 and 12.2(A) shall be true and correct in all material respects (and in all respects, in the case of representations and warranties which are qualified by materiality) on and as of the Closing Date (as though made as of the Closing Date), and (ii) covenants and agreements of Buyer to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties, Covenants and Agreements. The Debtor further represents and warrants to and covenants and agrees with the Agent for the benefit of the Lenders as follows:
Representations, Warranties, Covenants and Agreements. The (i) representations and warranties of Seller contained in Section 4.1 of this Agreement shall be true and correct in all material respects (and in all respects, in the case of representations and warranties which are qualified by materiality or Material Adverse Effect) on and as of the Closing Date (as though made as of the Closing Date) (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to refer to such earlier date referenced in such representation and warranty) with the schedules to this Agreement amended and supplemented in accordance with Section 8.8, and (ii) covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties, Covenants and Agreements. The Investor represents, warrants and agrees as follows:
(1) The Investor has received and reviewed a copy of the Memorandum, and all appendices and supplements (if any) thereto, relating to the Shares and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Memorandum, and the Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. The Investor has had access to such financial and other information and has had the opportunity to ask questions and receive answers as deemed necessary in respect of the decision to purchase the Shares, and has consulted with advisors concerning the proposed investment in the Company. The Investor understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption "RISK FACTORS" in the Memorandum.
(2) The Investor has made an investigation as to whether or not to invest in the Shares and, in making the decision to so invest, is not in any way relying on the fact that any other Person has decided to invest in the Shares.
(3) The Investor represents that the Investor (or, if applicable, each managed account on whose behalf the Investor Shares are being purchased by such Investor) is a sophisticated investor or is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"), as certified by the Investor pursuant to the Investor Questionnaire attached hereto as ANNEX I. The Investor further represents that the Investor (or, if applicable, each managed account on whose behalf the Investor Shares are being purchased) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of an investment in the Shares and can bear the economic risk of loss of the entire investment in the Shares being purchased.
(4) The Investor understands and expressly acknowledges and agrees that none of the Shares has been, or will be, registered or qualified under the Securities Act, or under any applicable securities laws of any State of the United States ("Applicable State Law") and therefore may not be offered, sold, transferred, assigned, pledged, hypothecated or otherwise disposed of, directly or indirectly, unless subsequently registered or qualified under the Securities Act and under Applicable State Law or unless any exemp...