Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Maker hereby represents and warrants to Payee as of the date hereof as follows: a. Maker is a 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 properties and 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 his obligations hereunde...r and thereunder; c. Maker has duly executed and delivered this Note; d. no consent or authorization of, filing with, notice to or other act by, or in respect of, any person, entity or governmental authority is required in order for Maker to execute, deliver, or perform any of his obligations under this Note; e. the execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of Maker's organizational documents, (ii) violate any Law or Order of a Governmental Authority applicable to Maker or by which any of its properties or assets or any of the Collateral may be bound, or (iii) constitute a default under any Contract by which Maker may be bound; and f. the Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its 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 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 necessary or advisable to carry out the intent and purposes of this Note. View More