Business Representations and Warranties Clause Samples
The Business Representations and Warranties clause sets out specific statements and assurances made by one or both parties regarding the condition, operations, and legal standing of a business involved in a transaction. These statements may cover aspects such as ownership of assets, compliance with laws, accuracy of financial statements, and absence of undisclosed liabilities. By clearly outlining these representations, the clause helps allocate risk between the parties and provides a basis for recourse if any statements are later found to be false or misleading.
Business Representations and Warranties. The Business hereby represents and warrants that:
a) The Business is a going concern; is duly authorized to do business under North Carolina law; is not delinquent on any federal, state, or local taxes, licenses, or fees; is solvent; and is financially capable of performing its responsibilities under the LBC (including maintaining the Baseline Number of jobs (if required) and creating and retaining the New Jobs). The Business shall have provided written documentation of such to the Governmental Unit prior to executing this LBC.
b) This LBC has been entered into and executed on behalf of the Business by an individual with full actual and apparent authority to bind the Business to the terms hereto, and the execution and delivery of this LBC have been duly authorized by all necessary action, and are not in contravention of law nor in contravention of any certificate of authority, bylaws or other applicable organizational documents of the Business, nor are they in contravention of the provisions of any indenture, agreement or undertaking to which the Business is a party or by which it is bound.
c) To the Business’s knowledge, there is no action, suit, proceeding, or investigation at law or in equity before any court, public board, or body pending or threatened against or affecting the Business, that could or might adversely affect the Project, the creation or maintenance of the New Jobs, the maintenance of the Baseline Number of jobs (if required), any of the transactions contemplated by this LBC, the validity or enforceability of this LBC or the Business’ ability to discharge its obligations under this LBC.
d) No consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this LBC by the Business or the performance of any of its obligations hereunder, or else all such requisite governmental consents or approvals have been obtained. The Business shall provide the Governmental Unit or Commerce with evidence of the existence of any such necessary consents or approvals at the time of the execution of this LBC.
Business Representations and Warranties. Business represents and warrants that as of the date of this Agreement and during the term of this Agreement:
Business Representations and Warranties. (1) Subject to the following provisions of this § 9 as well as the provisions of § 10 below, the Company hereby represents and warrants to each of the Series C Investors in the form of an independent guarantee within the meaning of § 311 (1) BGB and with the legal consequences, and only with the legal consequences, set forth in § 9(3) below, that all of the statements which are in detail included in Annex § 9(1) to this Agreement are fully true and correct as of the date of the notarization of this Agreement (hereinafter collectively referred to as the “Business Representations and Warranties” and each individually as a “Business Representation and Warranty”; the Current Shareholders’ Representations and Warranties and the Business Representations and Warranties hereinafter collectively referred to as the “Representations and Warranties” and each individually as a “Representation and Warranty”).
(2) Claims under this § 9 may only be brought, if and to the extent that the aggregate loss arising as a result of all breaches of the Business Representations and Warranties exceeds in total the amount of EUR 100,000.00 (Freibetrag); if this limit is exceeded, then the loss arising and exceeding such amount of EUR 100,000.00 shall be compensated in accordance with § 9(3) below. The limitations under this § 9(2) shall not apply to any claims based on a wilful or gross negligent inaccuracy and/or incorrectness of any of the Business Representations and Warranties.
(3) In the event that the Business Representations and Warranties are not fully true and correct, the Shareholders shall resolve in favour of an increase of the Company’s share capital (hereinafter referred to as the “Guarantee Share Capital Increase”) upon the demand of one or more of the Series C Investors. The Guarantee Share Capital Increase shall be resolved and consummated without undue delay after the demand by any of the Series C Investors. Each of the Series C Investors individually may request his participation in the Guarantee Share Capital Increase without being obliged to do so. As part of the Guarantee Share Capital Increase, the Series C Investors, who request this, shall be invited to subscribe and to take over such number of new Series C Preferred Shares of the Company with a nominal value of EUR 1.00 each in return for cash contributions in payment of the nominal value without premium or any other contributions to the capital reserves of the Company, by means of which they shall receive s...
Business Representations and Warranties. (a) Each Seller represents and warrants to the Purchaser, and subject to the terms and conditions of this Agreement that the representations set forth in Schedule 10.4 (the “Business Representations”) are true and accurate in all respects, as of the date hereof and as of the Closing Date (except for such representations and warranties which are expressly made as of the date hereof or as of the Closing Date and are therefore made on such a date only).
(b) The Parties acknowledge and accept that, from the date hereof to the Closing Date, each of the Sellers shall be authorised to update the Business Representations in connection with facts, events or circumstances occurring between the date hereof and Closing, by amending (or providing additional) Appendixes to Schedule 10.4 (the “Update”) and, in particular, shall address a Bring Down of Disclosures Certificate to the Purchaser.
Business Representations and Warranties. The Business represents that:
a. Business consents to all City Loan Origination Costs being deducted from the Business Loan disbursements to Business of the Guaranteed Loan Funds. For avoidance of doubt, this section shall mean that the disbursements to Business will be reduced by City’s Loan Origination Costs.
b. Business has, or will have, at its own expense, all personnel, equipment and supplies required in operating the business. Such personnel shall not be employees of, or have any contractual relationship with, the City.
c. Business has been duly organized and validly exists as a Kentucky limited liability company. Business has the full right and authority and has obtained any and all consents required to enter into this Agreement. The person or persons signing this Agreement on behalf of Business is authorized to do so. This Agreement and all of the documents to be delivered by City have been authorized and properly executed and will constitute the valid and binding obligations of Business, enforceable against Business in accordance with their terms.
d. Business will not create or permit any other lien or encumbrance against the Collateral.
e. The Collateral is located and will continue to be located at ▇▇ ▇. ▇▇▇▇ Street Covington, Kentucky.
f. The Collateral is and will continue to be insured.
g. Business will maintain the Collateral in good condition and repair, reasonable wear and tear excepted.
h. Except for the security interest granted under this Agreement, the Business has, or on acquisition will have, full title to the Collateral free from any lien, security interest, encumbrance, or claim.
i. Business will not commence or permit to continue any proceeding in bankruptcy, receivership, or similar proceedings concerned with involuntary liquidation, reorganization, or dissolution or arrangement with creditors. Business will not make an assignment for creditors, or become insolvent.
j. Business shall not enter or amend an intercreditor agreement, subordination agreement, or similar agreement that affects the City’s rights under the Security Documents or any collateral pledged to secure the Note, or the rights assigned to HUD under the Security Documents pledged to secure the HUD Note, without prior written approval of City and HUD.
k. Business shall not use Guaranteed Loan Funds for an activity that is part of a project in which New Markets Tax Credits are part of the financing structure or in which Guaranteed Loan Funds will be used to leverage...