Offerors' Representations and Warranties Clause Samples
The Offerors' Representations and Warranties clause requires the party making an offer (the offeror) to formally declare certain facts or assurances about themselves or the subject matter of the agreement. Typically, this includes statements regarding the offeror’s authority to enter into the contract, the accuracy of information provided, and compliance with relevant laws or regulations. By including these representations and warranties, the clause helps ensure that the other party can rely on the offeror’s statements, thereby reducing the risk of misrepresentation and providing a basis for recourse if the assurances prove false.
Offerors' Representations and Warranties. The Offerors jointly and severally represent and warrant to each Underwriter as of the date of this Agreement and as of the Closing Time referred to in Section 2(c) of this Agreement and as of each Date of Delivery (if any) referred to in Section 2(b) of this Agreement, and agree with each Underwriter as follows:
Offerors' Representations and Warranties. The Offeror represents and warrants to the Shareholder that:
8.4.1 the Offeror is a corporation duly incorporated and validly existing under the laws of Canada and has all requisite corporate power and authority to execute and deliver this Agreement and to carry out and perform its covenants and obligations under the terms of this Agreement and the entering into of this Agreement and the transactions contemplated hereby will not result in the material violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Offeror;
8.4.2 this Agreement, when accepted by the Offeror, and assuming the due authorization, execution and delivery thereof by the Shareholder, will constitute the Offeror’s legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
8.4.3 the Offeror is not a party to, bound by, or subject to any material agreement, indenture, mortgage, lease, instrument, or other Contract or any Proceeding, Order, judgment or decree which would be violated, contravened or infringed by the execution and delivery of this Agreement by the Offeror or the performance of its obligations under this Agreement;
8.4.4 the execution and delivery of this Agreement by the Offeror or the performance of its obligations under this Agreement will not require any consent, waiver, approval, authorization or review by, or declaration, registration or filing with, or notice to, any third party;
8.4.5 the representations and warranties contained in this Section 8.4 will be true on and as of the Closing Date with the same effect as if made on and as of the Closing Date. If any representation or warranty of the Offeror is no longer true, or the Offeror become aware of any facts or circumstances that would reasonably be expected to make any such representation or warranty not true, on or before the Closing Date, the Offeror shall immediately notify the Company.
Offerors' Representations and Warranties. The Offeror is a limited liability company duly incorporated or established under the laws of the British Virgin Islands and has been validly existing and in good standing under the laws of the British Virgin Islands since incorporation.
Offerors' Representations and Warranties. Offeror hereby represents and warrants to Beneficiary that:
(a) it is a corporation validly existing under the laws of Delaware;
(b) it has the power to execute this Agreement, the Draft MAA and each of the other transfer documents contemplated thereby, including for the avoidance of doubt the Ancillary Agreements, (the “Other Transaction Documents”) to which it is or will be a party, and to perform its obligations under each of them, and it has taken all action necessary to authorise such execution and the performance of such obligations;
(c) this Agreement has been, and each of the Draft MAA and the Other Transaction Documents when executed will be, duly executed by Offeror and, in each case, constitutes the valid, binding and enforceable obligation of Offeror, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally;
(d) except for the Merger Clearances and as set forth in Schedule 6.2(a) to the Draft MAA, no notices, reports or other filings are required to be made by Offeror or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Offeror or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with, or as a condition to the execution of this Agreement, the Draft MAA and the Other Transaction Documents by Offeror and the consummation of the transactions contemplated hereby and thereby;
(e) except as provided in Schedule 6.2(b) to the Draft MAA, the execution and performance of this Agreement, the Draft MAA and the Other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Governing Documents of Offeror or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any agreement, Permit, instrument or other arrangement to which Offeror or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject;
(f) except as provided in Schedule 6.2(c) to the Draft MAA, the execution...