Legal Representations Clause Samples
A Legal Representations clause requires each party to affirm that they have the legal authority and capacity to enter into the agreement and fulfill their obligations. In practice, this means parties confirm they are duly organized, in good standing, and not subject to any legal restrictions that would prevent them from performing under the contract. This clause helps ensure that all parties are legally able to commit to the contract, reducing the risk of future disputes over enforceability or authority.
Legal Representations. Each party has had the opportunity to have independent counsel and legal advice of his/her own selection in the negotiation of this Agreement. Each party fully understands the facts and has been fully informed as to his/her legal rights and obligations.
Legal Representations. The Company makes the following representations and warranties to the Bank:
Legal Representations. The Company acknowledges that it has been represented by independent legal consul in the preparation of the agreement. Consultant represents that it has consulted with independent legal counsel and /or tax, financial and business advisors to the extent the consultant deemed necessary.
Legal Representations. In connection with referring Friends to open a Streetbeat Account and the Program Terms, you represent and agree that:
Legal Representations. (a) Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that following the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may serve as counsel to any directors or officers of a Cobalt Company or any Unitholders, other Restricted Parties, or their Affiliates in connection with any dispute, litigation, claim or proceeding arising out of or relating to this Agreement, notwithstanding representation of the Cobalt Companies before the Closing Date. Each of the Parties hereby does, and will cause each of the Waiving Parties to, expressly consent to the foregoing arrangements, and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection that may arise from any representation by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP expressly permitted by this Section. The Waiving Parties acknowledge that the foregoing provision applies whether or not ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP provides legal services to the Cobalt Companies after the Closing Date.
(b) Each of the Waiving Parties hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Cobalt Companies, on the one hand, and their counsel, on the other hand, made in connection with the negotiation, preparation, execution and delivery of, and performance under, this Agreement by the Cobalt Companies (including the schedules and exhibits hereto), to the extent they are privileged communications and documentation between the Cobalt Companies and such counsel, the ownership of such privilege will not pass to Buyer following the Closing Date.
Legal Representations. Purchaser acknowledges that: (a) it has read this Agreement and the Private Placement Memorandum; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel; (c) it has either been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; (d) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.
Legal Representations. Parent hereby agrees and acknowledges on behalf of its directors, members, partners, officers, employees and Affiliates (including to the extent permissible, the Company after the Closing), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (or any successor) may represent, following the Closing, the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Waiving Party Group”), in each case, in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Company or other Waiving Parties, and each of Parent and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all confidential communications, written or oral, constituting attorney-client privilege or attorney work product to the extent recognized as such under applicable Law solely between the Company or any member of the Waiving Party Group and its counsel, including ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that without the prior written consent of the Company, no Person may have access to any of the Privileged Communications, whether located in the records or email server of the Company or otherwise, in any Action against or involving any of the Parties after the Closing, and Parent and the Company agree no...
Legal Representations. Placement Agent and Company acknowledge that H▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Li LLC is representing Company in connection with the Placement Agent Agreement and the transactions contemplated thereby and in other matters, and further agree that such firm shall not be disabled or precluded from acting as attorney for Company or any of its stockholders, directors or officers, in any suit, action or proceeding arising out of the Placement Agent Agreement or the transaction contemplated thereby, or otherwise, by reason of its having acted as Escrow Agent hereunder.
Legal Representations. You represent and warrant to TRAKnet that, excluding TRAKnet Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by TRAKnet and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.
Legal Representations. In connection with referring Friends to open a Qualified Account and these Program Terms, you represent and agree that: