Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. (a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company, severally and not jointly, that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Com...pany's Board of Directors (the "Board"), as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable. (b) Each Insider represents and warrants, with respect to herself or himself, severally and not jointly, that such Insider's biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider's background. The Sponsor's and each Insider's questionnaire furnished to the Company is true and accurate in all material respects. The Sponsor and each Insider represents and warrants, severally and not jointly, that it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding; and it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. View More