Warranties and Representations of Clause Samples
The 'Warranties and Representations' clause sets out the specific assurances and factual statements that one or both parties make to each other regarding the subject matter of the agreement. In practice, this clause details what each party guarantees to be true, such as having the authority to enter into the contract, the accuracy of provided information, or compliance with relevant laws. Its core function is to allocate risk by holding parties accountable for the truthfulness of their statements, thereby providing a basis for remedies if any of the representations or warranties prove to be false.
Warranties and Representations of. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ warrants and represents to TRSG, as of the date hereof, as follows:
(a) World Wide Personnel Services of Virginia, Inc. is a corporation duly organized under the laws of the State of Virginia, validly existing and in good standing, authorized to exercise all its corporate powers, rights and privilege and has the corporate power and authority to own and operate its properties and to carry on its business as now conducted.
(b) ▇▇▇▇▇▇▇▇ has all requisite legal and corporate power to execute and deliver this Agreement, consummate the transactions contemplated hereby and perform its obligations hereunder.
(c) All corporate action on the part of World Wide necessary for the authorization, execution, delivery and performance of all obligations under this Agreement will be taken and this Agreement constitutes a legal, valid and binding obligation enforceable according to its terms.
(d) ▇▇▇▇▇▇▇▇ has, and will have at Closing, legal and beneficial ownership of ▇▇▇▇▇▇▇▇ Shares, free and clear of any and all liens and encumbrances or other restrictions or limitations and has, and will have at Closing, all required legal and corporate power to transfer and convey ▇▇▇▇▇▇▇▇ Shares to TRSG.
(e) There are no claims, actions, suits, investigations or proceedings against ▇▇▇▇▇▇▇▇ or World Wide pending or, to the knowledge of ▇▇▇▇▇▇▇▇, threatened in any court or before or by any governmental authority, or before any arbitrator, that might have an adverse effect on World Wide or ▇▇▇▇▇▇▇▇ Shares, and to the knowledge of ▇▇▇▇▇▇▇▇, there is no basis for any such claim., action, suit, investigation or proceeding that is likely to result in a judgment, decree or order having an adverse effect on World Wide or ▇▇▇▇▇▇▇▇ Shares. ▇▇▇▇▇▇▇▇ and World Wide are not in default under, and no condition exists that would (i) constitute a default under, or breach or violation of, any legal requirement, permit or contract applicable to ▇▇▇▇▇▇▇▇ or World Wide, or (ii) accelerate or permit the acceleration of the performance required under, or give any party the right, to terminate any contract other than the lawsuit filed by PML North America, LLC in U. S. District Court for the Eastern District of Michigan (Case No. 06-cv-14447).
(f) No suit, action or other proceeding is pending or, or to the knowledge of ▇▇▇▇▇▇▇▇, threatened before any governmental authority seeking to restrain ▇▇▇▇▇▇▇▇ or prohibit its entry into this Agreement or prohibit the Closing, or seeking damages agai...