Representation and Warranty Clause Example with 6 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. Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore as follows: a.The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any li...en on any shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor owns of record and has good, valid and marketable title to the shares free and clear of any lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. The Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore the Company as follows: a.The (a) The execution, delivery and performance by the Sponsor of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to the Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or ...entity, (iii) result in the creation of any lien Lien on any shares Voting Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) The Sponsor owns of record and has good, valid and marketable title to the shares Voting Shares and Warrants set forth opposite Sponsor's name on Exhibit A free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Voting Shares, and as of the date of this Agreement, the Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Equity Securities of SPAC. (c) The Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, Agreement and that this Agreement has been duly authorized, executed and delivered by the Sponsor. 3 7. Termination. This Agreement and the obligations of the Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Initial Merger Effective Time, provided that, Section 3, Section 4 and Section 5 shall survive the Initial Merger Effective Time in accordance with their terms; (b) the valid termination of the BCA in accordance with its terms; and (c) the express mutual written agreement of the Company and the Sponsor. Upon valid termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty Purchaser, Pubco and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or... entity, (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement Agreement, or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) Sponsor's Organizational Documents) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor owns of record and has good, valid and marketable title to the shares free and clear of any lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor.View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty VSAC and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (ii...i) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor. 2 5. Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; or (c) the mutual agreement of the Company, the Sponsor and VSAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty Purchaser and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity..., (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares. 3 (c) Sponsor (i) is a limited liability company duly organized and validly existing under the laws of the State of Delaware, and (ii) has the all necessary organizational power, authority and capacity to execute, deliver and perform its obligations under this Agreement, Agreement and this consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Sponsor. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by the Sponsor has been duly authorized by all necessary corporate, limited liability or partnership action on the part of the Sponsor, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms (except as such enforcement may be limited by the Enforceability Exceptions). The Sponsor understands and acknowledges that the Purchaser and the Company are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by the Sponsor. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty Purchaser and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity..., (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares. (c) Sponsor (i) is a limited liability company duly organized and validly existing under the laws of the State of Delaware, and (ii) has the all necessary organizational power, authority and capacity to execute, deliver and perform its obligations under this Agreement, Agreement and this consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Sponsor. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by the Sponsor has been duly authorized by all necessary corporate, limited liability or partnership action on the part of the Sponsor, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms (except as such enforcement may be limited by the Enforceability Exceptions). The Sponsor understands and acknowledges that the Purchaser and the Company are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by the Sponsor. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor and Simanson of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or ent...ity, (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and and, subject to the provisions of the Sponsor Letter, has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares, other than 8,650,000 Thunder Bridge II Warrants held by Sponsor. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, Agreement and that this Agreement has been duly authorized, executed and delivered by Sponsor. View More
