Representation and Warranty Clause Example with 25 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. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Note as amended by this Amendment. (b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. (c)... This Amendment has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power, corporate power and authority to enter into this Amendment Termination Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. (b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessar...y action on the part of such Party. (c) This Amendment hereunder.This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related terms. (b) It (i) knows of no Claims against the other Party relating to or affecting creditors' arising out of the Agreement that are not covered by the release contained in Section 4 and (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights generally or the effect of general principles of equity. in any Claims. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power power, and authority to enter into this Amendment Settlement Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. (b) The execution of this Amendment Settlement Agreement by the individual whose signature is set forth at the end of this Amendment Settlement Agreement on behalf of such Party, and the delivery of this Amendment Settlement Agr...eement by such Party, have been duly authorized by all necessary corporate action on the part of such Party. (c) This Amendment Settlement Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related terms. (d) It (i) knows of no Claims against the other Party relating to or affecting creditors' arising out of the Promissory Note that are not covered by the release contained in Section 4 and (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights generally or the effect of general principles of equity. in any Claims. 2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 5 OF THIS SETTLEMENT AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS SETTLEMENT AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, corporate power and authority to enter into this Amendment Termination Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. (b) The execution of this Amendment Termination Agreement by the individual whose signature is set forth at the end of this Amendment Termination Agreement on behalf of such Party, and the delivery of this Amendment Terminat...ion Agreement by such Party, have been duly authorized by all necessary corporate action on the part of such Party. 2 (c) This Amendment Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related terms. (d) It (i) knows of no Claims against the other Party relating to or affecting creditors' arising out of the Agreement that are not covered by the release contained in Section 3 and (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights generally or the effect of general principles of equity. in any Claims. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 3 AND 4 OF THE PIP AGREEMENT AND IN THIS SECTION 4 OF THIS TERMINATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, requisite power and authority to enter into this Amendment Termination Agreement and to perform its obligations hereunder and under to consummate the Note as amended transactions contemplated hereby; and has taken all actions required by this Amendment. (b) The law, its organizational and governing documents (if applicable), or otherwise to authorize the execution of this Amendment by the individual who...se signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. (c) Agreement. (b) This Amendment Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. (c) The execution of this Termination Agreement, the consummation of the transactions contemplated by this Termination Agreement and the performance of its respective obligations under this Termination Agreement will not: (i) violate any organizational or governing documents of such Party, as applicable, (ii) require the consent of any third party or governmental entity under any applicable laws; (iii) with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which such Party is a party or to which any of its assets, properties or operations are subject; (iv) violate any provision of law, statute, rule, regulation or executive order to which such Party is subject; or (v) violate any judgment, order, writ or decree of any court applicable to such Party. (d) It knows of no Claims against the other Party relating to or arising out of the VIE Agreements that are not covered by the release contained in Section 4 and has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any Claims. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 4 AND 5 OF THIS TERMINATION AGREEMENT, EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party Parties that: (a) It has the full right, corporate power and authority to enter into this Amendment No. 2 and to perform its obligations hereunder and under the Note Merger Agreement as amended by this Amendment. (b) The execution of Amendment No. 1 and this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly auth...orized by all necessary action on the part of such Party. (c) No. 2. (b) This Amendment No. 2 has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party Parties hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. Enforceability Limitations. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power and authority to enter into this Amendment Settlement Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. (b) The execution of this Amendment Settlement Agreement by the individual whose signature is set forth at the end of this Amendment Settlement Agreement on behalf of such Party, and the delivery of this Amendment Settlement Agreement ...by such Party, have been duly authorized by all necessary action on the part of such Party. (c) This Amendment Settlement Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. terms. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power corporate or other entity power, and authority to enter into this Amendment Termination Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. (b) The execution of this Amendment Termination Agreement by the individual whose signature is set forth at the end of this Amendment Termination Agreement on behalf of such Party, and the delivery of ...this Amendment Termination Agreement by such Party, have been duly authorized by all necessary corporate or other entity action on the part of such Party. (c) This Amendment Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. (d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND IN THIS SECTION 4 OF THIS TERMINATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4. View More
Representation and Warranty. Each Party hereby represents and warrants to the other Party that: (a) It has the full right, power and authority to enter into this Amendment Agreement and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. (b) The execution of this Amendment Agreement by the individual whose signature is set forth at the end of this Amendment Agreement on behalf of such Party, and the delivery of this Amendment Agreement by such Party, have been duly authorized by ...all necessary action on the part of such Party. (c) This Amendment has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity.View More
Representation and Warranty. Each Party party hereby represents and warrants to the other Party party that: (a) It has the full right, power corporate power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Note as amended by this Amendment. hereunder. 3 CONFIDENTIAL (b) The execution of this Amendment by the individual whose signature is set forth out at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly author...ized by all necessary corporate action on the part of such Party. (c) This Amendment has been executed and delivered by such Party and (assuming due authorization, execution execution, and delivery by the other Party hereto) constitutes the legal, valid valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except terms. In addition, Fertilemind hereby represents and warrants to the Company that it is the sole holder of the Bridge Note and it has not assigned, conveyed or otherwise transferred any right or interest, in whole or in part, it has or it may have under the Bridge Note in its capacity as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. holder thereof. View More
Representation and Warranty. Each Party of the Parties hereby represents and warrants to the other Parties that (a) such Party that: (a) It has the full right, all necessary power and authority to enter into execute and deliver this Amendment Amendment, (b) the execution and to perform its obligations hereunder and under the Note as amended by this Amendment. (b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amend...ment by such Party, have been duly authorized by all necessary and approved, (c) no other entity or governing body action on the part of such Party. (c) This Party is necessary to authorize the execution and delivery by such Party of this Amendment; and (d) this Amendment has been duly executed and delivered by such Party and (assuming and, assuming due authorization, execution and delivery of this Amendment by the other Party hereto) Parties hereto, constitutes the a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws and equitable principles related Laws relating to or affecting creditors' rights generally or the effect of and general principles of equity. View More
