Company’s Representation Clause Samples
The "Company’s Representation" clause sets out the statements and assurances made by the company regarding its authority, status, and ability to enter into the agreement. Typically, this clause covers aspects such as the company being duly organized, in good standing, and having obtained all necessary approvals to execute the contract. By including these representations, the clause provides assurance to the other party that the company is legally capable of fulfilling its obligations, thereby reducing the risk of disputes over the company’s legitimacy or capacity.
Company’s Representation. The Company represents and warrants that (i) it is free to enter into this Agreement and to perform each of the terms and covenants of it, (ii) it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, (iii) its execution and performance of this Agreement is not a violation or breach of any other agreement between Executive and any other person or entity and (iv) this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.
Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
Company’s Representation. Company represents that the Financial Assets being placed in Custodian's custody are subject to the 1940 Act, as the same may be amended from time to time.
Company’s Representation. The Company hereby declares that it acknowledges the transfer of the Shares and undertakes to enter this transfer in the shareholders' register of the Company.
Company’s Representation. The Company hereby represents and warrants to Executive, the Company acknowledges that Executive has relied on such representations and warranties in entering into this Agreement, as follows:
(a) The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed by the Company,
(b) The execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject,
(c) Upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and
(d) The Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.
Company’s Representation. The Company hereby represents and warrants to the Purchaser as follows as of the Effective Date of this Agreement:
(a) The Company is duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The Company has the right and power to enter into and perform its obligations under this Agreement; has taken or will take prior to Closing all necessary corporate actions required to enter into and perform its obligations under this Agreement; and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.
(c) The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, or other instrument to which the Company is a party or by which it is bound.
(d) All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Company in order to permit the consummation of the transactions contemplated by this Agreement have been or will be obtained and satisfied prior to Closing.
(e) The authorized capital of the Company consists solely of 95,000,000 authorized shares of common stock, and 5,000,000 shares of preferred stock.
(f) The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the Purchase Price, will be duly and validly issued, fully paid and non-assessable and will be delivered to the Purchaser, free and clear of liens, encumbrances (other than securities law restrictions), equities or claims.
(g) The Company’s latest audited financial statements as of and for the year ended December 31, 2009, and latest un-audited financial statements as of and for the quarter ended September 30, 2010 taken together fairly represent the true financial position of the Company in all material respects and in conformity with generally accepted accounting principles applied on a consistent basis for the periods represented.
Company’s Representation. The Company represents and warrants to Executive that (i) it is duly incorporated and authorized to enter into this Agreement and (ii) upon execution this Agreement will be a lawful and binding obligation of the Company.
Company’s Representation. 10.1. The Company hereby declares that it acknowledges the transfer of the First Tranche Subject Shares and undertakes to enter the transfer of the First Tranche Subject Shares in the shareholders’ register of the Company.
Company’s Representation. The Company hereby represents to the Customers as follows:
(a) It shall install, test and commission the Equipment at the premises nominated by the Customer (“Site”) in the Customer Information
(c) It shall upon reasonable notice when requested to do so in writing by the Customer between the hours of 9.00 am and 5.00pm Monday to Friday only and excluding statutory public and other statutory holiday in Singapore to maintain and repair the Equipment including the replacement of any part without charge (but subject to the exemptions hereinafter provided) which has failed or is likely to fail by reason of fair wear and tear only. The Company shall be entitled to change for the replacement and/or repair of the Equipment or any part thereof which requires repair of replacement of maintenance for any reason other than fair wear and tear. The Company’s decision shall be final as to whether such repair or replacement or maintenance is as a result of fair wear and tear or for some other reasons.
Company’s Representation. For the purposes of the provisions of subsection 2 of Section 815 of the Commercial Code, the Parties represent that the amount of the Secured Obligations in favor of the Creditor amounts to the amount that the Parties estimate to this effect that shall not exceed the principal sum of US$1,200,000,000 as principal plus any interest thereon, and any other payments that may be due, as agreed upon in the Credit Facility Agreement, the Promissory Notes, and in the other Credit Agreements and the provisions set forth herein.