Conditions and Representations Clause Samples
The "Conditions and Representations" clause defines the specific requirements and factual statements that must be true or fulfilled by the parties for the contract to be valid or for certain obligations to arise. In practice, this clause may require one party to confirm that it has the necessary authority to enter into the agreement, or that certain regulatory approvals have been obtained before performance is required. Its core function is to ensure that both parties have a clear understanding of the prerequisites and factual assumptions underlying the contract, thereby reducing the risk of disputes and ensuring that obligations are only triggered when agreed-upon conditions are met.
Conditions and Representations a) The Seller hereby confirms that it is the rightful and true owner of the inventory and exclusive distributorship and as such has the right to sell the assets.
b) The Seller hereby confirms that the Unic distributorship is unencumbered and has no lien attached to it, and that the only lien attached to the Unic crane inventory is the payable disclosed to and being assumed by the Buyer.
c) The Seller hereby confirms that he has no outstanding liabilities related to the assets that are being transferred herein that have not been disclosed to the Buyer.
d) The Seller unconditionally and irrevocably:
1) indemnifies the Buyer against all losses, damages, costs and expenses which the Buyer may now or in the future suffer or incur directly or indirectly from any undisclosed liability, breach or non-observance of a guaranteed obligation prior to the date of this agreement.
e) The Buyer represents and warrants to the Seller that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Closing Date specified in Article 4, remaining in full force and effect on and after such Closing date:
i) It has the power and the authority to enter into and perform its obligations under this Agreement and to carry out the transaction contemplated by this Agreement;
ii) It has taken all necessary action to authorize its entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement;
iii) Its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms. Exhibit 10(ii)
f) The Buyer acknowledges and agrees with the Seller that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Unic cranes distributorship and has had the opportunity to raise such enquiries with appropriate authorities as it considered necessary in relation to the Agreement.
g) The purchase price has been agreed on by both parties, but both parties agree that the price bears no relationship to any publicly quoted market price for the Company’s common stock, nor to the assets, earnings, book value or to other recognized criteria of value for the Company or the asset being purchased by the Company.
h) Buyer and Seller agree that the Purchase Price will constitute and represent a minority interest in the Company, and that Seller has no management rights over the Company or the assets being purchased. However, Buyer a...
Conditions and Representations. 1. I have made no misrepresentation to 2 Wheel Tours and Fun in any regard, including, but not limited to, my height, weight, age or abilities. PREGNANT RIDERS SHOULD NOT
Conditions and Representations. I. Please let us know if you have a special need that may affect the test ride. I have made no misrepresentations to
II. All instructions for the use of any Trike(s) or other biking equipment (the “Equipment”) have been made clear to me, and I fully understand how to use the Equipment. I accept the Equipment for use as is and accept full responsibility for the care of the Equipment while it is in my possession. I will remain close to the supervising RC personnel conducting the test ride and follow all instructions. Rider Initials Rider’s Parent or Legal Guardian Initials (if rider is under18yrs old) III. I have a safety helmet and any other safety equipment I am required to wear, and I will wear the safety equipment when I ride the Trike/Bike. I understand that wearing a helmet may decrease the risk of head injury.
IV. The Trike as provided to me is working properly. I am physically and mentally able to ride the Trike and I am familiar with trike/bike riding and its physical and mental requirements and risks involved or otherwise accept all risks.
V. I will read and follow all instructions and signs. I agree that RC may revoke the offer to test ride a Trike and prevent my use of the Trike because of unsafe or rude conduct or failure to obey instructions or any violations of the terms of this agreement and waiver.
VI. If I have used a Trike from RC then I agree that I am fully responsible for all damage or loss to the Trike and agree to pay for all repairs or for the replacement cost of the Trike, if lost, stolen, or damaged.
Conditions and Representations. 6.01 CISD acknowledges, represents and agrees that:
a. CISD is a political subdivision of the State of Texas and has the requisite power and authority to take all necessary action to execute and deliver this Agreement and to perform all obligations hereunder;
b. Execution of this Agreement and the consummation of the transactions contemplated hereunder will not constitute an event of default under any contract, covenant or agreement binding upon it, and will not violate the provisions of the United States Constitution, the Texas Constitution, or any federal, state or local law, ordinance or regulation; and
c. This Agreement is a contract for goods and services for purposes of Chapter 271, Subchapter I, of the Texas Local Government.
d. The City is executing this Agreement in reliance on each of the representations set forth above and each such representation will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
6.02 The City represents and warrants to CISD that:
a. The City is a municipality of the State of Texas, and has the requisite power and authority to take all necessary action to execute and deliver this Agreement and to perform all obligations hereunder.
b. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the City and the person executing this Agreement on behalf of the City has been fully authorized and empowered to bind the City to the terms and provisions of this Agreement;
c. This Agreement does not contravene any law or any governmental rule, regulation or order applicable to the City;
d. The execution and delivery of this Agreement and the performance by the City of its obligations hereunder do not contravene the provisions of, or constitute a default under, the terms of any indenture, mortgage, contract, resolution, or other instrument to which the City is a party or by which the City is bound; and
e. CISD is executing this Agreement in reliance on each of the warranties and representations set forth above and each such representation and warranty of the City will survive the execution and delivery of this Agreement and the consummation of each of the transactions contemplated by this Agreement.
Conditions and Representations a) Each party shall be responsible for its own expenses.
b) This Agreement shall not inure to the benefit of any successor in interest of Underwriting Manager, nor may any interest under this Agreement be assigned by Underwriting Manager, without the prior written consent of Insurers.
c) The parties shall not use the name or logo of the other in any advertising or other promotional materials without advance written consent.
d) Any unused policies, forms, applications, manuals, Insurer-owned equipment of any kind, and other unused Insurer supplies or materials furnished to Underwriting Manager shall remain Insurers’ property and shall be accounted for and returned by Underwriting Manager to Insurers immediately upon request.
e) Underwriting Manager shall maintain complete and accurate accounts, books, records and papers, reflecting all insurance transactions written pursuant to this Agreement. Insurers have the right at any time to inspect, audit and copy Underwriting Manager’s accounts, books, records and papers pertaining to Underwriting Manager’s overall financial condition and business Underwriting Manager has placed with the Insurers. Insurers may perform this audit and inspection at any reasonable time, but all such activities shall be performed, during normal business hours, at Insurers’ sole expense. Underwriting Manager’s records shall be maintained for a period of time in accordance with applicable state record retention requirements. This provision will survive termination of this Agreement.
f) In the event Insurers terminate this Agreement, Insurers are entitled upon request to copies of Underwriting Manager’s records for insurance policies written through this Agreement.
g) If any provision of this Agreement is determined to be invalid or in conflict with applicable law, the validity of this Agreement shall not be affected and the parties agree that all remaining provisions shall remain in full force and effect.
h) Neither party’s failure to enforce any of the provisions of this Agreement or to insist on strict compliance by Underwriting Manager shall not operate as a waiver of any party’s rights contained in this Agreement.
i) The parties mutually agree that all underwriting procedures, materials, and information provided by either party under this Agreement is confidential and will not be disclosed to any third party by the recipient, except pursuant to a valid subpoena or as authorized by recipient in writing.
j) This Agreement is not an agr...
Conditions and Representations. All conditions in the respective Transaction Documents relating to the Transactions shall have been satisfied or waived. Each of the representations and warranties of the respective Transaction Parties contained in the Transaction Documents shall be true on and as of the Date of Issuance as if made on the Date of