Representation and Warranty Clause Example with 12 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 Existence. The Maker is a corporation, validly existing and in good standing under the laws of the state of its jurisdiction of organization. 5.2 Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the ...performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note. 5.4 No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order applicable to the Maker or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 Enforceability. The Note is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on Payee as of the date hereof as follows: 5.1 Existence. The a. Maker is a corporation, corporation duly formed, validly existing and in good standing under the laws Laws of the state State of Nevada and has the requisite power and authority, and the legal right, to own, lease and operate its jurisdiction of organization. 5.2 Power properties and Authority. The assets and to conduct its business as it is now being conducted; b. Maker ha...s the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its his obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The and thereunder; c. Maker has duly executed and delivered this Note. 5.4 No Approvals. No Note; d. no consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Authority person, entity or any other Person governmental authority is required in order for the Maker to execute, deliver, or perform any of its his obligations under this Note. 5.5 No Violations. The Note; e. the execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) (i) violate any provision of the Maker's organizational documents; (b) documents, (ii) violate any Law or Order of a Governmental Authority applicable to the Maker or by which any of its properties or assets or any of the Collateral may be bound; bound, or (c) (iii) constitute a default under any material agreement or contract Contract by which the Maker may be bound. 5.6 Enforceability. The bound; and f. the Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except terms. 3 8. Affirmative Covenants. Until all amounts outstanding under this Note have been paid in full, Maker shall: a. (i) preserve, renew and maintain in full force and effect its corporate or organizational existence, and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; b. comply with (i) all of the terms and provisions of its Organizational Documents, (ii) its obligations under its material Contracts; and (iii) all Laws applicable to it and its business; c. pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as enforceability the case may be, all its material obligations of whatever nature; d. provide written notice to Payee immediately upon its receipt of notice of the same, of all material Actions before any Governmental Authority, to which Maker is subject; e. as soon as possible and in any event within two (2) Business Days after it becomes aware that an Event of Default has occurred, notify Payee in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default; and f. upon the request of Payee, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, necessary or similar laws affecting advisable to carry out the enforcement intent and purposes of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. this Note. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on Payee as of the date hereof as follows: 5.1 Existence. The a. Maker is a corporation, corporation duly formed, validly existing and in good standing under the laws Laws of the state State of Nevada and has the requisite power and authority, and the legal right, to own, lease and operate its jurisdiction of organization. 5.2 Power properties and Authority. The assets and to conduct its business as it is now being conducted; b. Maker ha...s the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its his obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The and thereunder; c. Maker has duly executed and delivered this Note. 5.4 No Approvals. No Note; d. no consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Authority person, entity or any other Person governmental authority is required in order for the Maker to execute, deliver, or perform any of its his obligations under this Note. 5.5 No Violations. The Note; e. the execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) (i) violate any provision of the Maker's organizational documents; (b) documents, (ii) violate any Law or Order of a Governmental Authority applicable to the Maker or by which any of its properties or assets or any of the Collateral may be bound; bound, or (c) (iii) constitute a default under any material agreement or contract Contract by which the Maker may be bound. 5.6 Enforceability. The bound; and f. the Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. terms. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on Payee as of the date hereof as follows: 5.1 Existence. The a. Maker is a corporation, corporation duly formed, validly existing and in good standing under the laws of the state of Nevada and has the requisite power and authority, and the legal right, to own, lease and operate its jurisdiction of organization. 5.2 Power properties and Authority. The assets and to conduct its business as it is now being conducted; b. Maker has the power... and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its his obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The and thereunder; c. Maker has duly executed and delivered this Note. 5.4 No Approvals. No Note; d. no consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Authority person, entity or any other Person governmental authority is required in order for the Maker to execute, deliver, or perform any of its his obligations under this Note. 5.5 No Violations. The Note; e. the execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) (i) violate any provision of the Maker's organizational documents; (b) documents, (ii) violate any Law law or Order governmental order applicable to the Maker or by which any of its properties or assets may be bound; bound, or (c) (iii) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 Enforceability. The bound; and f. the Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. terms. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 Existence. The Maker is (a) a corporation, corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization. 5.2 Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. hereunder and thereunder. 5.3 Authorization; Execution and Delivery. ...The execution and delivery of this Note by the Maker and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note. 5.4 No Approvals. No consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order applicable to the Maker or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 Enforceability. The Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). 3 6. Events of Default. The occurrence of any of the following shall constitute an "Event of Default" hereunder: 6.1 Failure to Pay. The Maker fails to pay (a) any principal amount of the Loan when due; or (b) interest or any other amount when due and such failure continues for 5 Business Days. 6.2 Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Maker to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made. 6.3 Breach of Covenants. The Maker fails to observe or perform any of its respective covenants, obligations, conditions or agreements contained in this Note other than that specified in Section 6.1, and such failure continues for 15 Business Days after written notice to the Maker. 6.4 Bankruptcy. (a) the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors; (b) there is commenced against the Maker any case, proceeding or other action of a nature referred to in clause (a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 60 days; (c) there is commenced against the Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or (e) the Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due. 4 6.5 Judgments. A judgment or decree is entered against the Maker and such judgment or decree has not been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder Lender on the date hereof as follows: 5.1 Existence. The Maker is a corporation, corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization. 5.2 Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; Execution and Delivery. The execution and deliv...ery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note. 5.4 No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order applicable to the Maker or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 Enforceability. The Note is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law.View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 Existence. The 6.1 Existence; Compliance With Laws. Maker is (a) a corporation, corporation incorporated and validly existing and in good standing subsisting under the laws of the state of its jurisdiction of organization. 5.2 incorporation and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being co...nducted and (b) in compliance with all Laws and Orders except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 6 6.2 Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 6.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note. 5.4 6.4 No Approvals. No consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 6.5 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order applicable to the Maker or by which any of its properties or assets may be bound; Maker; or (c) subject to application of the Subordination Agreement, conflict with or result in any breach, or constitute a default default, under any material agreement or contract by which the Maker may be is bound. 5.6 6.6 Enforceability. The Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). 6.7 No Litigation. No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of Maker, threatened by or against Maker or any of its property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that would be expected to materially adversely affect Maker's financial condition or the ability of Maker to perform its obligations under the Note. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 Existence. The 4.1 Existence; Compliance With Laws. Maker is (a) a corporation, corporation incorporated and validly existing and in good standing subsisting under the laws of the state of its jurisdiction of organization. 5.2 incorporation and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being co...nducted and (b) in compliance with all Laws and Orders except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 4.2 Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note. 5.4 4.4 No Approvals. No consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 3 4.5 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order applicable to the Maker or by which any of its properties or assets may be bound; Maker; or (c) conflict with or result in any breach, or constitute a default default, under any material agreement or contract by which the Maker may be is bound. 5.6 4.6 Enforceability. The Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). 4.7 No Litigation. No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of Maker, threatened by or against Maker or any of its property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that would be expected to materially adversely affect Maker's financial condition or the ability of Maker to perform its obligations under the Note. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder Payee on the date hereof as follows: 5.1 Existence. The a. Existence; Power and Authority; Compliance with Laws. Maker is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the state of its jurisdiction of organization. 5.2 Power Nevada. Maker is capable of entering into the Note, and Authority. The Maker has the requisite power and authority, and the legal right, authority to exe...cute and deliver this Note Note, and to perform its obligations hereunder. 5.3 b. Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate corporation action in accordance with all applicable Laws. The laws. Maker has duly executed and delivered this Note. 5.4 c. No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Authority governmental authority or any other Person person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 d. No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order law applicable to the Maker or by which any of its properties or assets may be bound; or (c) (b) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 e. Enforceability. The This Note is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). f. No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or governmental authority is pending or threatened by or against Maker or any of its property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that could be expected to materially adversely affect Maker's financial condition or the ability of Maker to perform its obligations under the Note. View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 (a) Existence. The Maker is a corporation, corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization. 5.2 (b) Power and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 Authorization; (c) Authorization, Execution and Delivery. The... execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action action, including by the Compensation Committee of Maker's Board of Directors, and in accordance with all applicable Laws. The laws. Maker has duly executed and delivered this Note. 5.4 (d) No Approvals. No consent or authorization of, filing with, notice to, to or other act by, or in respect of, any Authority governmental authority or any other Person person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 3 (e) No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not (a) (i) violate any provision of the Maker's organizational documents; (b) (ii) violate any Law law or Order order applicable to the Maker or by which any of its properties or assets may be bound; or (c) (iii) constitute a default under any material agreement or contract by which the Maker may be bound. 5.6 (f) Enforceability. The Note is a valid, legal, legal and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). View More
Representation and Warranty. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows: 5.1 4.1 Existence. The Maker is a corporation, corporation duly incorporated, validly existing and in good standing under the laws of the state State of its jurisdiction of organization. 5.2 Nevada. 4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 5.3 4.3 Authorization; Execution and Deli...very. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. laws. The Maker has duly executed and delivered this Note. 5.4 No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note. 5.5 4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not not, to the knowledge of the Maker: (a) violate any provision of the Maker's organizational documents; (b) violate any Law or Order law applicable to the Maker or by which any of its properties or assets may be are bound; or (c) (b) constitute a material default under any material agreement or contract by which the Maker may be is bound. 5.6 4.5 Enforceability. The Note is a the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law. law). View More
