Express Representations and Warranties Clause Samples
The Express Representations and Warranties clause sets out specific statements of fact or assurances made by one or both parties regarding the subject matter of the contract. These statements may address issues such as ownership of assets, authority to enter into the agreement, or the absence of legal disputes, and are typically tailored to the transaction at hand. By clearly defining what is being promised or guaranteed, this clause allocates risk between the parties and provides a basis for legal recourse if any of the representations or warranties prove to be untrue.
Express Representations and Warranties. As of the date of each Receivables purchase, Bank represents, warrants and covenants as follows:
(a) Title to Receivables. Bank has good and marketable title to the Receivables being sold.
Express Representations and Warranties. GTE represents, warrants, and -------------------------------------- covenants to GENUITY that:
(a) In performing the Services set forth in any Statement of Work, GTE shall comply with all applicable laws, codes, ordinances, orders, rules and regulations of local, state, and federal governments and agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety and environmental laws, and all standards and regulations of appropriate regulatory commissions and similar agencies.
(b) All Services furnished by GTE in accordance with a Statement of Work shall be performed by qualified personnel at a level of professional performance standard within the industry in which the Services are provided.
Express Representations and Warranties. As of the date of each Receivables purchase, Purchaser represents and warrants as follows:
Express Representations and Warranties. EXCEPT FOR THE EXPRESS -------------------------------------- REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 OF THIS AGREEMENT, THE ASSETS ARE BEING CONVEYED TO BUYER ON AN "AS IS, WHERE IS, WITH ALL FAULTS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 OF THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE ASSETS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.