1Representations Sample Clauses
The 'Representations' clause sets out the factual statements or assurances made by one or both parties regarding specific aspects of the agreement or their own status. These statements might include confirming that a party has the authority to enter into the contract, that certain information provided is accurate, or that there are no undisclosed liabilities. By clearly outlining these representations, the clause helps allocate risk and ensures that both parties have a shared understanding of key facts, reducing the likelihood of disputes arising from misunderstandings or misstatements.
1Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 11 DISCLAIMERS.
1Representations. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date (provided that any such representation and warranty already qualified by materiality shall be true and correct), with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date.
1Representations. The representations and warranties in Article III and Article IV shall be true and correct in all material respects on and as of the Closing Date (provided that any such representation and warranty already qualified by materiality shall be true and correct), with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
1Representations. Buyer covenants and agrees that it will not take any action or enter into any transaction which would cause any representation contained in Section 6.2 of this Agreement to be inaccurate in any material respect if remade immediately after the occurrence of such action or transaction.
1Representations. 6.1. 1Party A warrants that it has the full rights or full authorization to sign and perform the Contract, and that its performance of obligations hereunder will not violate Party A’s obligations under other contracts.
6.1. 2Party B warrants that it has full rights or full authorization to sign and perform the Contract, and that its performance of obligations hereunder will not violate Party B’s obligations under other contracts.
6.1. 3In view of the value of the license provided by Party A and the sound cooperation between both Parties, Party B further warrants that within the term of license agreed upon hereunder, except with Party A’s prior written consent, Party B shall neither accept from any third-party the same or similar licensed content covered hereunder, nor enter into any similar partnership with any third-party on the matters covered hereunder. Meanwhile, Party B confirms that within the term of license, Party B and/or its subsidiaries has/have no intention to develop the same or similar licensed content covered hereunder. If Party B finds such development necessary, Party B undertakes that such development shall be conducted by Party A through prior discussion and agreement between both Parties, and that provisions on the license hereunder shall apply. In the event of any changes in Party A’s licensing scheme of the management system and software, Party A shall notify Party B of such changes in a timely manner. Based on the principles and mode of cooperation specified hereunder, both Parties agree to enter into a new licensing scheme of the management system and software corresponding to the aforesaid changes through friendly discussion, and the new licensing scheme shall be subject to the agreement reached by and between both Parties.
1Representations. The Borrower hereby represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, (ii) upon the effectiveness of this Agreement, no Default or Event of Default shall exist and (iii) its representations and warranties as set forth in the Loan Documents, as applicable, are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which are true and correct in all respects) on and as of the date hereof as though made on and as of the date hereof (unless such representations and warranties specifically refer to a specific date, in which case, they shall be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of such specific date).
1Representations. In connection with the issuance of this Warrant, the Company, as of the Date of Issuance and the date of delivery of each Notice of Exercise, hereby represents and warrants to the Holder that: