Certain Warranties and Representations Sample Clauses
The "Certain Warranties and Representations" clause sets out specific assurances and factual statements made by one or both parties regarding the subject matter of the agreement. Typically, this clause details what each party guarantees to be true, such as having the authority to enter into the contract, the accuracy of provided information, or the absence of undisclosed liabilities. By clearly outlining these promises, the clause helps allocate risk and provides a basis for legal recourse if any of the stated warranties or representations prove to be false or misleading.
Certain Warranties and Representations. The Company and Subsidiary Jointly and severally represent and warrant to each Investor as follows:
(a) The Company and Subsidiary are corporations duly organized, validly existing and in good standing under the laws of Delaware and British Columbia, respectively. Each such entity has all requisite corporate power and authority and is entitled to carry on its business as now being conducted and to own, lease or operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Each such entity is duly qualified, licensed or domesticated and in good standing as a foreign corporation authorized to do business in the states listed in Section 1(a) of the disclosure schedule signed by the Company and delivered to Investor on the date hereof (the "Disclosure Schedule").
(b) Neither the execution, delivery nor performance of this Agreement by the Company or Subsidiary will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of such entity's articles of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which such entity is a party or by which it may be bound or affected. The Company and Subsidiary each have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by them or their stockholders to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this Agreement constitutes a valid and binding obligation of the Company and Subsidiary, except as may be limited by bankruptcy and similar laws affecting creditors generally.
(c) Except as set forth in Section 1(c) of the Disclosure Schedule, the total number of outstanding shares of capital stock of the Company was as set forth in the Company's Report on SEC Form 10-Q for the quarter ended June 30, 2002 (the "10-Q"). Except as set forth in the 10Q or in the Disclosure Schedule, there are no options to purchase shares of capital stock of the Company or agreements or understandings (whether or not binding) whereby the Company is obligated to issue or transfer any shares or any inter...
Certain Warranties and Representations. All representations and warranties contained in any Loan Document, and each representation or warranty of Trustor incorporated by reference therein or herein, and any modification or amendment thereof, shall survive the closing and funding of the loan, shall not be deemed to have merged herein or in any other document or instrument delivered concurrently herewith or hereafter, and shall remain as continuing representations and warranties of Trustor so long as any portion of the indebtedness secured hereby remains unpaid.
Certain Warranties and Representations. Customer represents and warrants that it has obtained all rights and licenses necessary for the Company to use all Customer Data and Customer-Provided Materials, as contemplated by this Agreement, including without limitation all consents or authorizations required under applicable laws, rules or regulations relating to the processing of personal data by Company, and that the use by the Company of such Customer Data and Customer-Provided Materials as contemplated by this Agreement will not (a) result in any breach or violation of the rights of any third party by the Company, (b) cause the Company to incur any liability or other obligation to any third party or (c) result in any violation of any laws, rules or governmental regulations. In the event of a breach of the foregoing representations and/or warranties, the Company shall not be required to use the applicable Customer Data and/or Customer- Supplied Materials and the Company may cease provision of the affected Services and/or Deliverables until such time as the Customer and the Company have entered into an appropriate Change Order to address such breach.
Certain Warranties and Representations. (A) East Gate represents and warrants to the Village as follows: East Gate is the owner or contract purchaser of the Property; East Gate proposes to develop the Park in a manner contemplated in this Agreement, subject to market conditions; East Gate has full power and authority to execute this Agreement as herein provided; East Gate has provided the legal descriptions of the Property set forth in this Agreement and the attached exhibits and that said legal descriptions are accurate and correct. That officers of East Gate executing this Agreement represent and warrant that they have been lawfully authorized to execute this Agreement on behalf of East Gate and that East Gate is lawfully organized and in good standing under all applicable state laws; and That there is no litigation pending by or against East Gate that would substantially impair its ability to perform its obligations contemplated by this Agreement.
(B) The Village represents and warrants to East Gate as follows: The President and Clerk of the Village have been lawfully authorized by the Village Board to execute this Agreement; All public hearings required in connection with this Agreement and the annexation and zoning of the Property have been held; and There is no litigation pending by or against the Village that would substantially impair its ability to perform its obligations contemplated by this Agreement.
Certain Warranties and Representations. The Construction Agent warrants and represents to the City as follows: