Principal Representations Clause Samples
The Principal Representations clause sets out the key statements and assurances made by the principal party regarding their authority, capacity, and the truthfulness of information provided in the agreement. Typically, this clause requires the principal to confirm that they are legally able to enter into the contract, that all necessary approvals have been obtained, and that any information or documents shared are accurate and complete. By including these representations, the clause helps to allocate risk and ensure that both parties can rely on the principal’s statements, reducing the likelihood of disputes arising from misrepresentation or lack of authority.
Principal Representations. The Principal represents to and agrees with the Manager that:
(a) the terms of this Agreement do not violate any obligation by which the Principal is bound, whether arising by contract, operation of law or regulation, or otherwise;
(b) the Principal is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws;
(c) this Agreement has been duly authorized, executed and delivered by the Principal and constitutes a legal, valid and binding agreement of the Principal enforceable in accordance with its terms, and the Principal has full power and authority to enter into this Agreement and to perform its duties hereunder;
(d) the Principal is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”);
(e) it is not a “Benefit Plan Investor,” as defined under ERISA;
(f) it is a “qualified purchaser” within the meaning given to such term in the Investment Company Act of 1940, as amended,
(g) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Principal will promptly notify the Manager of such event.
Principal Representations. Principal represents and warrants to Agent that:
(a) The terms and conditions of this Agreement are authorized by, and do not violate, the provisions of the instruments governing Principal, if any, or any other agreement or obligation by which Principal is bound, whether arising by contract, operation of law or otherwise; and
(b) This Agreement has been duly authorized and is binding upon Principal in accordance with its terms and conditions. Principal shall deliver to Agent such evidence of this authorization as Agent may reasonably request from time to time.