Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Maker hereby represents and warrants to the Noteholder on the date hereof as follows: (a) Existence. Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization. (b) Power and Authority. Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. (c) Authorization, Execution and Delivery. The execution and delivery of this Note by Maker and th...e performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of Maker's Board of Directors, and in accordance with all applicable laws. Maker has duly executed and delivered this Note. (d) No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for Maker to execute, deliver, or perform any of its obligations under this Note. 3 (e) No Violations. The execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby do not and will not (i) violate any provision of Maker's organizational documents; (ii) violate any law or order applicable to Maker or by which any of its properties or assets may be bound; or (iii) constitute a default under any material agreement or contract by which Maker may be bound. (f) Enforceability. The Note is a valid, legal and binding obligation of Maker, enforceable against 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