Representations of RipeLocker Clause Samples
The 'Representations of RipeLocker' clause sets out the specific statements or assurances that RipeLocker makes regarding its authority, capabilities, or the condition of its products or services within the agreement. Typically, this clause will detail facts such as RipeLocker’s legal standing, compliance with applicable laws, and the quality or performance standards of its offerings. By clearly outlining these representations, the clause helps ensure that the other party can rely on certain baseline facts, thereby reducing the risk of misunderstandings or disputes about RipeLocker’s qualifications or the nature of its products.
Representations of RipeLocker. RipeLocker represents and warrants to AgroFresh as follows:
(a) The execution, delivery and performance of this Agreement by RipeLocker has been duly and validly authorized by all requisite limited liability company action on the part of RipeLocker. This Agreement has been duly and validly executed and delivered by RipeLocker and, assuming the due execution and delivery hereof by AgroFresh, constitutes a valid and binding obligation of RipeLocker, enforceable against RipeLocker in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) Neither the execution and delivery by RipeLocker of this Agreement nor the consummation by RipeLocker of the transactions contemplated hereby will (i) conflict with or violate any provision of the organizational documents of RipeLocker, (ii) require on the part of RipeLocker any notice to or filing with, or any permit, authorization, consent or approval of, any governmental authority or any other third party, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Consultant is a party or by which RipeLocker is bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to RipeLocker.
(c) RipeLocker owns or has the right to use all patents and other intellectual property needed or currently used by RipeLocker in the operation of the business, including, without limitation, the patents referred to in the Offering Memorandum (as such term is defined in the Subscription Agreement), and RipeLocker hereby acknowledges that AgroFresh is relying on this representation and warranty in making its investment in RipeLocker and executing the Subscription Agreement.