Representation Condition Clause Samples
A Representation Condition clause establishes that certain statements or facts provided by one party must be true as a prerequisite for the contract or a specific obligation to take effect. In practice, this means that the validity of the agreement or a party’s duty to perform may depend on the accuracy of these representations, such as confirming legal authority, financial status, or compliance with laws. The core function of this clause is to protect parties by ensuring that key information is accurate before obligations are triggered, thereby reducing the risk of entering into an agreement based on false or incomplete information.
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Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations are true and correct in all material respects as of the Closing Date (the “Representation Condition”). Notwithstanding anything contained herein to the contrary, if any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof.
Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations that were true and correct, in all material respects, as of the Approval Date remain true and correct in all material respects as of the Closing Date (the “Representation Condition”). Seller Representations shall be deemed true and correct as of the Closing Date unless Seller provides Purchaser with written notice of facts or circumstances arising after the Contract Date that result in the Seller Representations not being true and correct (“Change Notice”). Seller shall have the option, but not the obligation, to take steps to cure or cancel the situation so that the affected representation will be true and correct as of the Closing Date, and, if Seller exercises such option, Seller shall identify the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be true and correct as of the Closing Date, the parties shall proceed with performance under this Agreement and the Closing, provided Seller completes such corrective action. If any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does not elect to undertake corrective action such that the affected representation will be true and correct as of the Closing Date or fails to complete such corrective action on or before the Closing Date, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding the immediately preceding sentence, if Seller willfully misrepresents any of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser...
Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations that were true and correct, in all material respects, as of the Effective Date, remain true and correct in all material respects as of the Closing Date (true and correct as of the Closing Date, the “Representation Condition”).