Representation and Warranties Sample Clauses

Representation and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.
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Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge th...
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Representation and Warranties: Everything you need to know

Representations are the statements made before or at the time of making the contract, concerning a past or current fact or circumstance related to the contract, which stays as an influential key in bringing about the agreement.

A warranty is a guarantee or promise that current or future facts will be true. These guarantees based on facts may be enforced regardless of materiality, which allows for a legal remedy if that promise fails to be true.

Difference between representations and warranties

Representations are the past or existing facts or statements that influence the parties to make the contract.

Warranties are promises that guarantee the parties the profit of the deal.

Both the terms seem to be synonymous. Therefore, to avoid confusion, representation and warranties must be acknowledged in a written contract, stationing any pre-contractual terms and conditions that are to be defined at the time of entering into a contract.

Most of the representations and warranties in the purchase agreement are made by the seller, and the buyer relies on those statements.

Importance of representation and warranties

Representation plays a basic role in displaying the facts and statements of the contract. Though there might be differences in the actual terms and conditions in a contract, the idea is to provide particulars and safeties against loss if the statements made in a contract are false. It tends to serve as formidable protection for the buyer.

Six main purposes of Representation & Warranties

  • It allows the buyer to collect and analyze the information given in the contract to make the deal.
  • It gives a closure of the agreement to be made.
  • It portrays the background for penalties & consequences of misrepresentation or failure of agreement.
  • It gives the freedom to the buyer to either cancel or renegotiate contract terms either before or after entering into a contract.
  • It gives contract flexibility and restrictions to both parties.
  • Allocate the risk of a contract between the parties.

Examples of representations and warranties

In 2011, Cameron's Lightstorm Entertainment was sued three times in 10 days regarding Avatar. The lawsuits range from Cameron copying or stealing content from books, screenplays, and even paintings of forests.

Read more on the many lawsuits Avatar attracted in this article.

The Clonus Horror observed similarities between their film and Michael Bay's 2005 sci-fi thriller The Island. Producers Robert S. Fiveson and Myrl A. Schreibman filed a copyright infringement lawsuit against DreamWorks.

In the year 2013, Douglas Jordan-Benel sued Blumhouse for copying the elements of his script Settler's Day for their film The Purge.

What do representation and warranties include?

Representation and Warranties are considered to be important in every aspect as it allows the person signing a contract to carry out a detailed investigation of claims before entering the contract. When drafting or reviewing a contract, the council should consider every possible representation or warranty to decide whether it is appropriate to include a corresponding covenant.

Some relevant legal clauses are mentioned below:

  • Indemnification
  • Limitation of liabilities
  • Exclusive remedy
  • Right of termination
  • Cumulative remedies
  • Equitable remedies
  • Entire agreement

The seller has to provide indemnity, so in any case of breach of representation and warranties, the seller is held accountable for an indemnity claim against the buyer. The seller can limit the liability either through decreasing the provision or by having a restriction over the indemnity amount and the claim period.

In some cases of breach of tax representation and warranties, fraud, and other specific indemnity matters, the provisions of liabilities are inapplicable. Sometimes people face problems with implied warranty and its protection. Suppose in a contract; if a warranty is not mentioned, then it becomes difficult to claim for representation as it no longer remains a common law warranty.

When claimed representation turns out to be false, the warranty along with it grants the other person of the contract to either terminate or refuse the transaction. Representation and warranties help assign risks to both the parties as it provides the foundation for securing and protecting to terminate or amend the contract.

Signing the contract

In all entertainment rights deals, the seller of rights creates a set of representations and warranties.

  • Ownership of the rights is being sold.
  • The seller holds the authority to sell the rights in question. It means that no prior commitments are made whether to sell the rights or not, and this otherwise won't prohibit or prevent the deal from happening.
  • Most of the deals demand the seller of rights to warrant and represent that no part of what's being sold is in the public domain.
  • The buyer expects the seller to ensure that all represented material belonging is Non-Infringing. It applies that the buyer's use of the material will not violate the copyrights or other property rights of any person or company, nor be invasive of privacy or defamatory toward any person.
  • At last, the seller has to endorse and indicate that there are no liens, claims, or other encumbrances on the property being sold.

Possibilities of negotiating the terms

Up to a certain extent, the above terms of warranties and representations are negotiable. However, it partially depends on the flexibility and restrictions of the agreement. It also considers the understanding of the parties within the terms.

Study the agreement and trust your representatives

The parties should read all the sections of the agreement carefully and understand what they're signing. Convey all the important and required information to the lawyers because they negotiate a deal only based on known information which they're provided or discover during a typical investigation. If you're signing a rights deal that involves anything but your own original creation, it's incumbent on you to let your representatives know what other rights may be involved in the deal. This avoids misunderstandings and ensures a smooth deal.

Representation and Warranties apply to both parties, which play a vital role in every contract. It acts as an underlying matter of facts to be presented as a part of the terms of a contract. When terms "Representation & Warranties" are used in a contract, they act as a connecting link, which brings together the past claims and future consequences together in case of a contract. Each contract is different in every aspect but, some regulations and nomenclature remain similar in terms of language. Simple and clear language leads to better understanding in every agreement.

The common expected law principle related to the representation & warranties clause remains as a base foundation to many rights of both parties. It's important to mention all the terms and conditions to avoid vagueness and contradictions.

More Samples of Representation and Warranties

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governm...
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Representation and Warranties. Any representation or warranty made or deemed to be made (i) by the Borrower, any Guarantor or any of their respective Subsidiaries (or any of their respective officers) in this Agreement or in any other Loan Document, or (ii) by the Borrower, any Guarantor or any of their respective Subsidiaries (or any of their respective officers) in connection with this Agreement or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed to be made;
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Representation and Warranties. Buyer represents and warrants as follows: If Buyer is not an individual: (1) Buyer is duly formed, validly existing and in good standing under the laws of the state and commonwealth of its organization and is authorized to transact business in the State of Indiana; (2) Buyer has full right, authority and power to enter into this Agreement, consummate the transactions contemplated herein and to perform its obligations hereunder and under those Closing Documents to which it is a party; (3) each of the persons executing this Agreement on behalf of Buyer is authorized to do so, and (4) this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms. The execution and delivery of this Agreement by Buyer does not, and the performance of Buyer’s obligations hereunder and under the Closing Documents to which it is a party will not, require the consent or approval of any governmental or public authority or any other person. 7.1 If the Property contains residential real estate, Buyer has received prior to the execution of this Agreement (in the form attached hereto as Rider) a Seller’s Residential Real Estate Disclosure Form if required by Ind. Code 32-21- 5-1 et seq. and a Lead Based Paint Disclosure. Each representation and warranty of Buyer set forth in this Agreement (whether or not set forth in this Section) shall be deemed to have been repeated by Buyer, at and as of the Closing Date with the same force and effect as if first made on and as of such date, and shall survive the Closing
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Representation and Warranties a) The Borrower represents, and warrants that: (i) each Obligor has the competence and power to execute the Financing Documents and has taken the necessary approvals in relation to the execution of the Financing Documents (to which the relevant Obligor is a party), which approvals will remain valid and subsisting till the Final Settlement Date; (ii) all the information provided by an Obligor in relation to the Facility, whether or not relevant for ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner; (iii) each Obligor is capable of and entitled under all Applicable Laws to execute and perform the Financing Documents and the transactions thereunder; (iv) each Obligor has taken the necessary approvals in relation to the execution of the Financing Documents, which approvals will remain valid and subsisting during the tenure of the Facility; (v) the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any liability whatsoever; (vi) there are no actions, suits, proceedings or investigations pending or threatened by or against an Obligor or a Secured Assets at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute individually or in the aggregate or may result in a Material Adverse Effect; (vii) no event, circumstance or situation has occurred, which might affect the Security Provider or the Lender's right towards the Securities or hinder the enforcement of the Securities; (viii) no Material Adverse Effect or Event of Default has occurred; (ix) the Securities are not included in or affected by any of the schemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.; (x) each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears...
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Representation and Warranties. Wells Fargo hereby represents and warrants to the Trustee as fxxxxxs:
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Representation and Warranties. The representations and warranties of Borrower under this Agreement are true and correct in all material respects as of such date, as if then made (except to the extent that such representations and warranties related solely to an earlier date);
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Representation and Warranties. Seller hereby represents and warrants to Parent as follows:
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