Representations of Certain Parties Clause Samples
The "Representations of Certain Parties" clause sets out specific statements or assurances made by designated parties regarding facts, conditions, or their authority in relation to the agreement. Typically, this clause requires parties such as sellers, buyers, or guarantors to confirm matters like their legal status, ownership of assets, or compliance with laws. By requiring these representations, the clause helps ensure that all parties enter the agreement with accurate information, thereby reducing the risk of misunderstandings or disputes over key facts.
Representations of Certain Parties. Each Intragroup Creditor, Intragroup Debtor or Shareholder Creditor makes the representations and warranties set out in this Clause 15.2 to each Finance Party only in relation to itself, in each case on the date of this Deed or (if later) the date on which it becomes a Party:
(a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation;
(b) it has the power to own its own assets and carry on its business as it is being, and is proposed to be, conducted;
(c) subject to any applicable Legal Reservations, the obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable;
(d) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and will not conflict with: (i) any law or regulation applicable to it; (ii) its Constitutional Documents; or (iii) any agreement or instrument binding on it or any of its assets, in each case to the extent that it would reasonably be expected to have a Material Adverse Effect;
(e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Deed and the transactions contemplated by this Deed;
(f) subject to any applicable Legal Reservations, all Authorisations required for the performance by it of this Deed and the transactions contemplated by this Deed and to make this Deed admissible in evidence in its jurisdiction of incorporation have been obtained or effected and are in full force and effect; and
(g) subject to the Security under the Transaction Security, it is the sole beneficial owner of the Intragroup Liabilities, Restricted Parent to Subsidiary Debt or Shareholder Loans (as relevant) owed to it.
Representations of Certain Parties. Each Lender, the Supplemental Guarantor, the Loan Administrator and the Board have actively engaged in the negotiation of all of the terms of this Agreement. The Board's representatives have met with the Borrower to discuss the business, affairs, financial condition and prospects of the Borrower. Neither Facility Agent has any duty or responsibility, either initially or on a continuing basis, to provide any Lender, the Supplemental Guarantor, the Loan Administrator or the Board with any credit or other information with respect to the Obligors whether coming into its possession as of the date of this Agreement or at any time thereafter, or to notify any Lender, the Supplemental Guarantor, the Loan Administrator or the Board of any Event of Default except as provided in Section 9.5 hereof. This Agreement and all instruments or documents delivered in connection with this Agreement have been reviewed and approved by each Lender, the Supplemental Guarantor, the Loan Administrator and the Board and none of the Lenders, the Supplemental Guarantor, the Loan Administrator nor the Board have relied on any Facility Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder.
Representations of Certain Parties