Authority and Information Clause Samples
The 'Authority and Information' clause establishes the responsibility of each party to ensure that their representatives have the necessary authority to act on their behalf and to provide accurate and relevant information required for the contract. In practice, this means that each party must confirm that individuals signing or making decisions are properly empowered, and that all information shared is complete and truthful to the best of their knowledge. This clause helps prevent disputes arising from unauthorized actions or misinformation, ensuring that both parties can rely on the validity of commitments and the accuracy of shared data.
Authority and Information. 1.1 The Seller is a company duly and validly incorporated in the Cayman Islands and has full right, power and authority, and has taken all necessary action, to validly and duly to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and all other documents which are to be executed by it pursuant to this Agreement, and to consummate the transactions contemplated hereby, and this Agreement constitutes, and the documents which are to be executed by it pursuant to this Agreement when executed will constitute, legal, valid and binding agreements or obligations of the Seller enforceable in accordance with their respective terms.
1.2 All information given by the Seller, any member of the Group and/or the Seller’s advisers or agents, to the Purchaser or its advisers or agents, relating to the Property and the Group or its business, activities, affairs, or assets or liabilities was, when given, and is now, true, complete and accurate in all material respects and not misleading in any material respect.
1.3 The details of each member of the Group and the Property in Schedules 1 are true, complete, accurate and not misleading in any respect. The only directors and officers of each member of the Group are the persons named in Schedule 1.
1.4 Each of the Principal Accounts and Management Accounts provided to the Purchaser is true, accurate and complete and present fairly the financial condition of the relevant Group Companies at the date or dates therein indicated the results of operations for the period or periods therein specified.
1.5 The copy of the constitutional documents of each member of the Group given to the Purchaser or its advisers or agents is current, true, accurate and complete.
1.6 Since the Last Accounts Date, no alteration has been made to the constitutional documents of any member of the Group and no resolution of any kind of the shareholders of any member of the Group has been passed (other than resolutions relating to business at annual general meetings which was not special business).
Authority and Information