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 and authority to enter into this Amendment Termination Agreement and to perform his or 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 and, the delivery of this Amendment Termin...ation Agreement by such Party, have has been duly authorized by all necessary action on the part of such Party. authorized. (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 to or affecting creditors' rights generally or the effect of general principles of equity. 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 and to perform its obligations hereunder and under the Note Existing Agreement 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 t...he 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 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. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES IV AND V OF THE EXISTING AGREEMENT AND IN THIS SECTION 4 OF THIS AMENDMENT, (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 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. 2 5. Miscellaneous. (a) This Amendment is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of such State. (b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns. (c) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment. (d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. (e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 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 and to perform its obligations hereunder and under the Note Merger Agreement 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 ac...tion 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 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 party hereto hereby represents and warrants to the other Party parties hereto that: (a) It has the full right, 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) hereunder. The execution of this Amendment Termination Agreement by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, party, and the delivery of this Amendment Termi...nation Agreement by such Party, have party, has been duly authorized by all necessary action on the part of such Party. (c) party. (b) This Amendment Termination Agreement has been executed and delivered by such Party party and (assuming due authorization, execution and delivery by the other Party parties hereto) constitutes the legal, valid and binding obligation of such Party, party, enforceable against such Party 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 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 Agreement 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. terms. View More
Representation and Warranty. Each Party Schlumberger hereby represents and warrants to the other Party that: (a) It Company, and the Company hereby represents and warrants to Schlumberger, that (i) it has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Note Registration Rights Agreement as amended by this Amendment. (b) The Amendment, and (ii) 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 Party; and (iii) 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 Purchaser hereby represents and warrants to the other Party that: (a) It Company, severally, but not jointly, and each Company hereby represents and warrants to the Purchaser, that (i) it has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Note Stock Purchase Agreement as amended by this Amendment. (b) The Amendment, and (ii) the execution of this Amendment by the individual whose signature is set forth at the end... of this Amendment on behalf of such Party, party, and the delivery of this Amendment by such Party, party, have been duly authorized by all necessary action on the part of such Party. (c) This party; and (iii) this Amendment has been executed and delivered by such Party party and (assuming due authorization, execution and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, party, enforceable against such Party 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 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 and to perform its obligations hereunder and under the Note Merger Agreement 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 ac...tion 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 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. 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 and to perform its obligations hereunder and under the Note Agreement as amended by this Amendment. (b) The execution of this Amendment by the die 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 s...uch Party. 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. terms. View More
Representation and Warranty. Each Party party hereby represents and warrants to the other Party party that: (a) It it has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Note Debenture, as amended by this Amendment. (b) The Amendment; (ii) the execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, party, and the delivery of this Amendment by such Party, party, have been duly autho...rized by all necessary action on the part of such Party. party; and (c) This this Amendment has been executed and delivered by such Party party and (assuming due authorization, execution and delivery by the other Party party hereto) constitutes the legal, valid and binding obligation of such Party, party, enforceable against such Party 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