Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Each Party hereby represents and warrants that: (a) it has approved the execution of this Agreement and has authorized and directed the signatory officer below to execute and deliver this Agreement; (b) it has the full right and power to enter into this Agreement, and there are no other persons or entities whose consent or joinder in this Agreement is necessary to make fully effective those provisions of this Agreement that obligate, burden, or bind it; (c) when executed by it, this Agreement sh...all constitute a valid and binding obligation of the Party, enforceable in accordance with its terms; and (d) it has not transferred, assigned, or pledged to any third party, whether or not Affiliated, the right to bring, pursue, or settle any of the claims, defenses, or counterclaims in the Action. View More

Representation and Warranty. To induce Lenders to enter into this Amendment, Borrower and Parent Guarantor hereby represent and warrant to each Lender as follows: (a) each representation and warranty set forth in the Original Credit Agreement is true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) as of the date hereof (except to the extent such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true... and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such earlier date); (b) no Default or Event of Default has occurred and after giving effect to this Amendment, no Default or Event of Default will exist or be continuing as of the date hereof; (c) Borrower and Parent Guarantor each has the power and is duly authorized to enter into, deliver and perform this Amendment and to perform its obligations under the Original Credit Agreement; and (d) each of this Amendment and the Original Credit Agreement constitutes the legal, valid and binding obligation of Borrower and Parent Guarantor enforceable against each in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally or equitable principles relating to enforceability. View More

Representation and Warranty. Borrower represents and warrants to Lender that: (a) The representations and warranties made by Obligors in the Loan Documents and which are qualified by materiality are true and correct in all respects on and as of the date hereof as if made on and as of such date; 4 (b) The representations and warranties made by Obligors in the Loan Documents and which are not qualified by materiality are true and correct in all material respects on and as of the date hereof as if made on and as of such date; ...(c) After giving effect to the waiver set forth in this Amendment, (x) each Obligor is in compliance with all the terms and provisions set forth the Loan Documents on its part to be observed or performed, and (y) no Default or Event of Default is continuing on the date hereof or will result after giving effect to this Amendment; (d) This Amendment constitutes the legal, valid and binding obligation of Borrower and is enforceable against Borrower in accordance with its terms; (e) The execution, delivery and performance by Borrower of this Amendment (i) are and will be within its powers and authority, (ii) have been duly authorized by all necessary action of its managers and members, and (iii) do not contravene and will not be in contravention of any applicable law, or of the organizational documents of Borrower or any agreement or order by which it or any of its property is bound; (f) No Obligor has acquired any Trademarks or Licenses (each as defined in the Trademark Security Agreements) since April 23, 2015; (g) Borrower has no knowledge of any defense, counterclaim or offset Borrower may have with respect to any acts of Lender heretofore taken with respect to the Loan Documents or otherwise; and (h) Massmarket Media Services, LLC, Influence Content, LLC, and Persuade Content, LLC, each formerly a Delaware limited liability company, have each been dissolved in accordance with applicable law. View More

Representation and Warranty. Subordinated Lender represents and warrants to Senior Lender that: (a) the Subordinated Loan Documents (i) have been issued to it for good and valuable consideration, (ii) are owned by the Subordinated Lender free and clear of any security interests, liens, charges or encumbrances whatsoever arising from, through or under Subordinated Lender, other than the interest of Senior Lender under this Agreement, (iii) are payable solely and exclusively to Subordinated Lender and to no other Person and a...re payable without deduction for any defense, offset or counterclaim, and (iv) constitute the only evidence of the obligations evidenced thereby; (b) Subordinated Lender has the organizational power and authority and the legal right to execute and deliver and to perform its obligations under this Agreement and has taken all necessary corporate or other organizational action to authorize its execution, delivery and performance of this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation of Subordinated Lender; (d) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or contractual obligations of Subordinated Lender and will not result in the creation or imposition of any Lien on any of the properties or revenues of Subordinated Lender pursuant to any applicable law affecting or any contractual obligation of Subordinated Lender, except the interest of Senior Lender under this Agreement; and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of Subordinated Lender), is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. 9 9. No Representation by Senior Lender. Senior Lender has not made and does not hereby or otherwise makes to Subordinated Lender, any representations or warranties, express, or implied, nor does Senior Lender assume any liability to Subordinated Lender with respect to: (a) the financial or other condition of obligors under any instruments of guarantee with respect to the Senior Obligations,;(b) the enforceability, validity, value or collectibility of the Senior Obligations or the Subordinated Obligations, any collateral therefor, or any guarantee or security which may have been granted in connection with any of the Senior Obligations or the Subordinated Obligations; or (c) the Debtors' title or right to transfer any collateral or security. View More

Representation and Warranty. Borrower represents and warrants to Lender that (a) all of the representations and warranties made in the Credit Agreement are true and accurate as of the date hereof as if made as of the date hereof (except as the same may relate to an earlier date), and (b) after giving effect to this Amendment, no Default or Event of Default exists.

Representation and Warranty. Each Obligor represents and warrants as follows: (a) Authority. Each Obligor has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each Obligor of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactio...ns. (b) Enforceability. This Amendment has been duly executed and delivered by each Obligor. This Amendment and each Loan Document to which any Obligor is a party (as amended or modified hereby) is a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, and is in full force and effect. (c) Representations and Warranties. The representations and warranties contained in each Loan Document to which any Obligor is a party (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof. (d) Due Execution. The execution, delivery and performance of this Amendment are within the power of each Obligor, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Obligor. (e) No Default. No event has occurred and is continuing that constitutes an Event of Default. View More

Representation and Warranty. 11.1 Agent. Agent represents and warrants to Company that: (a) Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and Page 6 (b) Compliance with Laws. The execution, ...delivery and performance of this Agreement by Agent has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Agent enforceable against Agent in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Agent is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Agent, (C) Agent's incorporation documents or by-laws, or (D) any material agreement to which Agent is a party. 11.2 Company. Company represents and warrants to Agent that: (a) Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and it has full power, authority and legal right to enter into and perform this Agreement; (b) Compliance with Laws. The execution, delivery and performance of this Agreement by Company has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Company enforceable against Company in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Company is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Company, (C) Company's incorporation documents or by-laws, (D) any material agreement to which Company is a party, or (E) any applicable stock exchange rules; (c) Securities Laws. All outstanding Class B Shares, including any Class B Shares issued upon exercise of all outstanding warrants, including all Class A Shares issued upon conversion, will be exempt from registration under Section 1145 of the United States Bankruptcy Code; and (d) Shares. The Class B Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Class A Shares to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable. View More

Representation and Warranty. You represent and warrant that: • You have the right to be employed by MSCI and you are not a party to any employment agreement or other contract, and are not otherwise subject to any obligation or restriction, that prohibits or limits your full time employment with MSCI or is otherwise inconsistent with your accepting this offer of employment and performing your duties, and you do not know of any conflict or other constraint that would restrict your employment with MSCI. • In connection with yo...ur employment by MSCI you will not violate any non-compete, non-solicitation, non-hire or other restrictive covenant or continuing obligation to any former employer or other third party. • You have not directly or indirectly solicited for hire, induced or encouraged any employee (or consultant or independent contractor to) of your current or former employer to leave their employer or position or to join or perform services for any other company (including MSCI). • You have not directly or indirectly solicited, induced or encouraged any entity or person who is a customer or client of your current or former employers to cease to engage the services of any such employer or to use the services of any entity or person that competes directly with a material business of any such employer. • You have or will give timely notice of resignation to any current employer as required under any applicable contract, policy or law, and you have not retained and will not retain original records or copies of any confidential or proprietary information of your former employers. • In the course of your employment with the Firm you will not make any unauthorized use or disclosure of documents or other information that are the confidential, trade secret or proprietary information of another individual or company ("Third Party Confidential Information"). You will not bring onto the Firm's premises or network any Third Party Confidential Information, including relating to your prior employers or positions. View More

Representation and Warranty. It is corporation duly incorporated and validly existing under the laws of the British Virgin Islands; 3.1.2. Its execution and performance of this Agreement are within the scope of its corporate power and business; it has taken necessary corporate actions and obtained appropriate authorization and necessary consent and approvals from third parties and government agency, and execution of this Agreement will not constitute a breach of any law or contract which has binding or other effect upon it;... and 3.1.3. This Agreement, once executed, constitutes legal, valid and binding obligations of Party A, and is enforceable upon Party A pursuant to its terms. 3.2 Party B hereby represents and warrants that: 3.2.1. It is a corporation duly incorporated and validly existing under the laws of Thailand; 3.2.2. Its execution and performance of this Agreement are within the scope of its corporate power and business; it has taken necessary corporate actions and obtained appropriate authorization and necessary consent and approvals from third parties and government agency, and execution of this Agreement will not constitute a breach of any law or contract which has binding or other effect upon it; and 3.2.3. This Agreement, once executed, constitutes legal, valid and binding obligations of Party B, and is enforceable upon Party B pursuant to its terms. Without prior written consent from Party A, Party B shall not disclose, offer or transfer any Confidential Information to any third party. If this Agreement terminates and upon Party A's request, Party B shall return to Party A or destroy all of the documents, materials or software containing Confidential Information, and shall delete any Confidential Information from all relevant memory devices and cease to use any Confidential Information. 4.2 This Article 4 will survive any change, termination or expiration of this Agreement. View More

Representation and Warranty. Borrower and New Borrower hereby, jointly and severally, represent and warrant to Collateral Agent and Lenders as follows: a. Immediately prior to and after giving effect to this Amendment, (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event ...of Default has occurred and is continuing; 4 b. Borrower and New Borrower have the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; c. The organizational documents of Borrower and New Borrower delivered to Collateral Agent, and updated pursuant to subsequent deliveries by the Borrower to the Collateral Agent, if applicable, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; d. The execution and delivery by Borrower and New Borrower of this Amendment and the performance by Borrower and New Borrower of their respective obligations under the Loan Agreement, as amended by this Amendment, do not and will not (i) contravene any material Requirement of Law applicable thereto, (ii) contravene any order, judgment or decree of any Governmental Authority binding on Borrower or New Borrower, (iii) contravene the organizational documents of Borrower or New Borrower, or (iv) constitute an event of default under any material agreement by which Borrower or New Borrower or any of their respective Subsidiaries, or their respective properties, is bound; e. The execution and delivery by Borrower and New Borrower of this Amendment and the performance by Borrower and New Borrower of their respective obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority binding on Borrower or New Borrower; f. This Amendment has been duly executed and delivered by Borrower and New Borrower and is the binding obligation of Borrower and New Borrower, enforceable against Borrower and New Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights; and g. This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. View More