Certain Covenants and Representations Clause Samples
The "Certain Covenants and Representations" clause sets out specific promises (covenants) and factual assurances (representations) that parties make to each other within an agreement. Typically, this clause details obligations such as maintaining compliance with laws, not engaging in prohibited activities, or confirming the accuracy of information provided. For example, a party might represent that it has the authority to enter into the contract and covenant to maintain insurance coverage throughout the contract term. The core function of this clause is to establish clear expectations and allocate responsibility, thereby reducing the risk of misunderstandings or disputes regarding each party’s commitments and the truthfulness of their statements.
Certain Covenants and Representations. 3.1 The Advisor will not disclose to the Company any information that the Advisor is obligated to keep confidential pursuant to an existing confidentiality agreement with a third party, and nothing in this Agreement will impose any obligation on the Advisor to the contrary.
3.2 The advisory work to be performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Advisor shall not use the funding, resources, and facilities of any other third party to perform advisory work hereunder and shall not perform the advisory work hereunder in any manner that would give any third party rights to the product of such work.
3.3 The Advisor has disclosed and, during the Term, will disclose to the Chief Executive Officer of the Company any conflicts between this Agreement and any other agreements binding on the Advisor.
Certain Covenants and Representations. 4.1 The Advisor will not disclose to the Company any information that the Advisor is obligated to keep confidential pursuant to an existing confidentiality agreement with a third party, and nothing in this Agreement will impose any obligation on the Advisor to the contrary.
4.2 The consulting work performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Advisor shall not use the funding, resources and facilities of any other third party to perform consulting work hereunder and shall not perform the consulting work hereunder in any manner that would give any third party rights to the product of such work.
4.3 The Advisor has disclosed and, during the Term, will disclose to the Chief Executive Officer of the Company any conflicts between this Agreement and any other agreements binding the Advisor.
4.4 During the Term, Advisor shall be entitled to attend all meetings of the Company’s Board of Directors and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and the Company shall provide to Advisor, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members. A majority of the Board shall have the right to exclude the Advisor from portions of meetings of the Board or omit to provide the Advisor with certain information if such members of the Board believe in good faith, based on the advice of Company counsel, that such exclusion or omission is necessary (a) in order to preserve the Company’s attorney-client privilege, or (b) in order to fulfill the Company’s obligations with respect to confidential or proprietary information of third parties (provided, however, that the Advisor shall not be so excluded unless all other persons whose receipt of such materials or presence at a meeting would result in a violation of such third party confidentiality obligations are also excluded) or (c) because such meeting or information involves information or analysis which would pose a material conflict of interest for B▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company or its affiliates. The Advisor’s rights and the Company’s obligations under the foregoing provisions of this Section 4.4 shall terminate upon the earlier to occur of the Advisor’s election to the Board or the termination or expiration of this Agreement.
Certain Covenants and Representations. (a) The Company covenants and agrees that it shall not permit any of its Subsidiaries to issue, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants
Certain Covenants and Representations. In addition to any other obligations hereunder, the parties hereby make the following covenants and representations:
2.1 The execution, delivery and performance by Seller of this Agreement (and all other documents to be executed, delivered and/or performed in connection herewith) are valid and binding upon Seller and enforceable in accordance with their respective terms.
2.2 The Seller is the sole owner of the Stock and has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. None of the execution, delivery, or the performance by Seller of this Agreement nor the consummation of the transactions contemplated hereunder:
(a) Will conflict with, or result in a violation or breach of any term or provision of, or constitute an event of default or acceleration under (assuming the passage of time and the giving of notice) any government approval, any law, regulation, order, permit or license, any writ, injunction, order, judgment or decree of any governmental authority, or any agreement or contract to which Seller and/or the Company, or any of Seller's and/or the Company’s assets or properties, are a party or subject;
(b) Will result in the imposition of any lien, encumbrance or charge upon any of the assets or properties of Seller;
(c) Give any third party the right to terminate, amend, or renegotiate any agreement to which Seller is a party;
(d) Constitute a violation of any law;
(e) Constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws of the Company; or
(f) Result in or require the creation of any lien upon the Stock purchased hereunder.
Certain Covenants and Representations. Section 2.01. Covenants and Representations Regarding Sole Member 3 Section 2.02. Representations Regarding Borrower 3 Section 2.03. Reliance 4 Section 3.01. Purpose of the Bonds 4 Section 3.02. Source and Disbursement of Funds 4
Certain Covenants and Representations