Representations Warranties and Disclosures Clause Samples
The "Representations, Warranties, and Disclosures" clause sets out the statements of fact and assurances each party makes to the other regarding key aspects of the agreement. This clause typically requires parties to confirm the accuracy of information provided, such as their authority to enter the contract, compliance with laws, or the absence of undisclosed liabilities. By clearly stating these assurances and any exceptions, the clause helps allocate risk and ensures that both parties have a shared understanding of the facts underlying the agreement, reducing the likelihood of disputes arising from misinformation or hidden issues.
Representations Warranties and Disclosures. SAMPLE
A. “AS IS, WHERE IS.” BUYER(S) IS ACQUIRING THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS AND LIMITATIONS,” IN ITS PRESENT STATE AND CONDITION, WITH ALL DEFECTS, BOTH PATENT AND LATENT, AND WITH ALL FAULTS OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, AND WHETHER DISCOVERABLE THROUGH INSPECTION OR NOT, PRESENTLY EXISTING OR THAT MAY HEREAFTER ARISE INCLUDING, WITHOUT LIMITATION, ALL EXISTING CONDITIONS, IF ANY, OF LBP, MOLD OR OTHER ENVIRONMENTAL OR HEALTH HAZARDS (“ENVIRONMENTAL MATTERS”). NO SELLER PARTY MAKES, AND SELLER SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) ANY APPRAISED VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, TENANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY, INCLUDING ANY APPLICABLE ZONING, LAND USE OR BUILDING CODE REQUIREMENT OR THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OR SIMILAR STATE OR LOCAL LAWS; (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY OR ANY IMPROVEMENTS THEREON; (F) THE MANNER, QUALITY, STRUCTURAL INTEGRITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY OR ANY IMPROVEMENTS THEREON; (G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE; (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, INCLUDING THE EXISTENCE OF ANY HAZARDOUS MATERIALS OR SUBSTANCES ON OR ADJACENT TO THE PROPERTY OR IN THE IMPROVEMENTS LOCATED ON THE PROPERTY; (I) THE CONFORMITY OF ANY IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY THAT MAY BE OBTAINED BY BUYER(S); (J) THE EXISTENCE OF SOIL INSTABILITY, PAST SOIL REPAIRS, SUSCEPTIBILITY TO LANDSLIDES, SUFFICIENCY OF UNDER- SHORING OR LATERAL SUPPORT, SUFFICIENCY OF DRAINAGE, OR ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR ANY BUILDINGS OR OTHER IMPROVEMENTS SITUATED THEREON; (K) WHETHER THE PROPERTY IS LOCATED IN A HISTORIC PRESERVATION DISTRICT OR SUBJECT TO OR ELIGIBLE FOR SPECIAL REGULATIONS RELATED TO HISTORIC PRESERVATI...
Representations Warranties and Disclosures. Acquired Vehicle to Buyer. by Buyer which are necessary to finalize transfer of title and registration upon the vehicle to Buyer. ▇▇▇▇▇▇ agrees and covenants to execute all documents presented Conveyance of Title. Seller shall convey title to Buyer upon delivery of the
Representations Warranties and Disclosures. The Agent represents and warrants that: • They have the full legal capacity and authority to enter into this Agreement; • They shall comply with all applicable laws and regulations in the performance of their duties; • They have truthfully disclosed any and all prior felony convictions, and acknowledge that failure to do so shall be grounds for immediate termination.
Representations Warranties and Disclosures a. Seller hereby represents and warrants to Buyer that:
i. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are, or at the time of Closing will be, duly authorized, executed and delivered by Seller and are, or at the Closing will be, legal, valid and binding obligations of Seller.
ii. Seller is not a “foreign person” within the meaning of Section 1445 et seq. of the Internal Revenue Code of 1986, as amended.
b. Buyer hereby represents and warrants to Seller that this Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are, or at the time of Closing will be, duly authorized, executed and delivered by Buyer and are, or at the Closing will be, legal, valid and binding obligations of Buyer.
Representations Warranties and Disclosures. 1. Warranties: This car is sold "AS IS", and Seller does not in any way, expressly or impliedly, give any warranties to Buyer. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.
Representations Warranties and Disclosures. Se ler sha l convey title to Buyer upon delivery of the vehicle to Buyer. With this DEALERSHIP AGREEMENT THIS AGREEMENT is made on this day of by and between M/ al Seeds Corporation Limited (NSC), a company under the Trade-in Vehicle(s) refers to the vehicle described in the Trade-in Information section that is being traded to the Dealer/Se ler as part of this transaction. For a touch of personalization, opt for our Custom Imprinted Car Dealer Purchase Agreement Form. Whether you’re a car dealer or someone se ling your car, our free Car Dealer Purchase Agreement Formwil help everyone involved keep track of the transaction! This Dealership Agreement is e fective as of [ dDate], between: [ ame] [ me], (hereinafter "Manufacturer" or "Distributor"), a company governed under the laws of [ ], and.
Representations Warranties and Disclosures