Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Each Party represents and warrants that (a) it has the full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and (c) this Agreement is binding upon it. 8.2 No Inconsistent Obligations or Constraints upon Contractor. Contractor represents and warrants that (a) it is qualified and permitted to enter into this Agreement; (b) the terms of the Agreement are not inconsistent with its other contractual arrangements; (c) it has the right to grant all license...s granted to Company in this Agreement; (d) Company may freely use, practice, reproduce, distribute, make and sell all advice, data, information, inventions, works of authorship or know-how that Contractor conveys or provides to Company hereunder, in the form [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 8.3 No Pending Litigation. Contractor represents and warrants that it is not currently involved in any litigation, and is unaware of any pending litigation proceedings, relating to Contractor's performance of services for any third party. 8.4 No Debarred Person. Contractor represents and warrants that it will not employ, contract with, or retain any person directly or indirectly to perform the Services under this Agreement if such person is under investigation by the FDA for debarment or is presently debarred by the FDA pursuant to the Generic Drug Enforcement Act of 1992, as amended (21 U.S.C. § 301, et seq.). In addition, Contractor represents and warrants that it has not engaged in any conduct or activity that could lead to any such debarment actions. If during the Term, Contractor or any person employed or retained by it to perform the Services (i) comes under investigation by the FDA for a debarment action, (ii) is debarred, or (iii) engages in any conduct or activity that could lead to debarment, Contractor shall immediately notify Company of same. 8.5 No Infringement. Contractor represents and warrants that it will not, in the course of conducting the Services, infringe or misappropriate, and that neither the Deliverables nor any element thereof will infringe or misappropriate, any intellectual property right of any third party. 8.6 Deliverables. Contractor warrants that the Services performed and the Deliverables will fully conform to the Specifications, requirements, and other terms in the applicable Statement of Work and this Agreement. In the event of a breach of this warranty, without limiting any other rights or remedies Company may have, Contractor will promptly re-perform the nonconforming Services at no additional charge to Company. If the breach has not been fully cured within thirty (30) days after Contractor received notice thereof (or such longer period of time as Company may, in its discretion, give Contractor to cure the breach, by written notice to Contractor), Contractor will refund all fees previously paid to Contractor under the applicable Statement of Work, which will automatically terminate upon the expiration of such thirty (30)-day period. 8.7 Warranty Disclaimer. EXCEPT AS EXPLICITLY SET FORTH IN THIS SECTION 8, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABIUTY AND FITNESS FOR A PARTICULAR PURPOSE. View More

Representation and Warranty. Each Borrower hereby represents, warrants and covenants to Lender that: (a) Authorization. Each Borrower is duly authorized to execute and deliver this Amendment and all deliveries required hereunder, and is and will continue to be duly authorized to borrow monies under the Loan Agreement, as amended hereby, and to perform its obligations under the Loan Agreement and the other Loan Documents. (b) No Conflicts. The execution and delivery of this Amendment and all deliveries required hereunder, an...d the performance by each Borrower of its obligations under the Loan Agreement and the other Loan Documents do not and will not conflict with any provision of law or of the charter or by-laws, operating agreement or partnership agreement of any Borrower or of any agreement binding upon any Borrower. (c) Validity and Binding Effect. This Amendment, the Loan Agreement and the other Loan Documents are a legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. -4- (d) No Events of Default. As of the date hereof, no default or Event of Default under the Loan Agreement or any of the other Loan Documents has occurred or is continuing. (e) Warranties. As of the date hereof, the representations and warranties in the Loan Agreement and the other Loan Documents are true and correct in all material respects as though made on such date, except where a different date is specifically indicated. View More

Representation and Warranty. The Company and the Investor hereby, severally represent and warrant to the Escrow Agent that: 5.1 No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Shares or any part thereof. 5.2 No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Shares or any part thereof. 5.3 All of the information contained in this Agreement is, as o...f the date hereof, and will be, at the time of any disbursement of the Shares, true and correct. View More

Representation and Warranty. Each Party (as the "First Party") represents and warrants to the other Party (as the "Second Party") that: 7.1. the First Party has the full right and authority to grant the rights and licenses granted to the Second Party herein; 6 7.2. the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which the First Party is a party or by which it may be bound 7.3. the First Party has obtained, and will at all times ...during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to exploit any license granted to it hereunder, as now or hereafter required under any applicable statutes, laws, ordinances, rules and regulations. View More

Representation and Warranty. a.BRGF hereby represents and warrants to the Company as follows: (a) BRGF is the sole owner of the BRGF Membership Interest; (b) the BRGF Membership Interest is free and clear of any and all liens, claims and encumbrances of any nature, (c) BRGF has full power and authority to transfer said BRGF Membership Interest and to perform its obligations under this Agreement and (d) this Agreement has been duly executed and delivered by and constitutes the valid and binding obligation of BRGF, enforceabl...e against BRGF in accordance with its terms. b.The Company represents and warrants to BRGF that the Company has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company is not required to obtain any consent that has not been obtained from any person or entity in connection with the execution and delivery of this Agreement, the consummation or performance of any of the transactions contemplated hereby, or the purchase of the BRGF Membership Interest. View More

Representation and Warranty. A. TRADITIONS represents and warrants that: (i) TRADITIONS is in good standing as an Oklahoma Corporation; (ii) TRADITIONS has and will maintain during the term of this Agreement all the required permits and licenses required to conduct the businesses in which it is engaged; (iii) TRADITIONS owns the tangible assets which are used in the conduct of their businesses, except as specifically otherwise stated in writing to Purchaser; (iv) Copies of all financial statements and records for Traditions... requested by Purchaser have been provided to Purchaser, and all such documents provided are true and correct copies of the originals of such documents; (v) TRADITIONS has not since October 15, 2014 and will not during the term of this Agreement revise their methods of doing business, accounting, or financial reporting; 5 (vi) TRADITIONS will comply with all governmental requirements during the term of this Agreement; and (vii) TRADITIONS shareholders are legally authorized to and have full authority to execute this Agreement and bind the Seller to the terms of this Agreement. B. Purchaser represents and warrants that: (i) Purchaser is in good standing as a Delaware corporate company; (ii) Purchaser has and will maintain during the term of this Agreement all the required permits and licenses required to conduct the businesses in which it is engaged; (iii) Purchaser will comply with all governmental requirements during the term of this Agreement; and (iv) Purchaser and the persons executing this Agreement are legally authorized to and have full authority pursuant to properly authorized corporate resolutions to execute this Agreement and bind the Purchaser to the terms of this Agreement. View More

Representation and Warranty. (i) Consultant represents, warrants, covenants and agrees that: (1) it is not a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and that it is not engaged in the securities brokerage business; (2) the Consultant provides consulting advisory services; (3) the services rendered by it under this Agreement do not and will not be of the nature of services that require Consultant to be registered with FINRA or otherwise registered or licensed as a broker-dealer; (4) it has a righ...t to enter into this Agreement; (5) it is not a party to any agreement or understanding, oral or written, which would prohibit, or interfere with, performance of his obligations under this Agreement; (6) it will not use in the performance of its obligations hereunder any proprietary information of any other party which it is legally prohibited from using; (7) it has disclosed to the Company any other agreements and/or circumstances which Consultant recognizes or with the exercise of reasonable care should recognize, create any actual or potential conflicts of interest between such other agreement or circumstance, on the one hand, and Consultant's performance of its obligations under this Agreement, on the other hand; and (8) it agrees to act in the best interests of the Company and do or perform no act that could potentially injure the Company's business, prospects, interests or reputation. (ii) The Company represents, warrants and agrees that it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Company further represents, warrants and agrees that this Agreement: (1) has been duly authorized by its Board of Directors and no other corporate action is required of the Company to enter into this Agreement and perform its obligations hereunder; (2) does not require the consent of any third party; and (3) does not violate any law, regulation, rule or material agreement, mortgage, bond, pledge, note or other instrument to which it or its properties are bound. View More

Representation and Warranty. The parties make the following warranties, representations or guarantees as described below: (a) Bunge represents and warrants to Producer that Bunge, either through its own management or through lawful contracts entered into with third parties, currently has and shall maintain or cause to be maintained such licenses, permits and/or authorities as may be required to lawfully engage in the purchase and sale of Ethanol. (b) Bunge represents and warrants to Producer that: all necessary corporate ac...tion has been taken to authorize the execution, delivery and performance of this Agreement; the execution, delivery and performance of this Agreement by Bunge does not, and will not, violate or constitute a breach of or default under any Governmental Requirement (as defined in Section 15.3) or any indenture, contract or other instrument to which its assets are bound or to which the representing party's business is subject. (c) Producer represents and warrants to Bunge that: all necessary corporate action has been taken to authorize the execution, delivery and performance of this Agreement; the execution, delivery and performance of this Agreement by Producer does not, and will not, violate or constitute a breach of or default under any Governmental Requirement or any indenture, contract or other instrument to which Producer or its assets are bound or to which Producer's business is subject. (d) Producer warrants that at the time of loading at the Delivery Location the Ethanol will be of merchantable quality, and will be fit for its intended purpose, and will meet all applicable ASTM Standards. (e) Producer warrants that the Ethanol delivered to Bunge shall be free and clear of liens and encumbrances. View More

Representation and Warranty. The Company hereby represents and warrants to the Bank as follows: RESTRICTED (a) After giving effect to this Amendment and Waiver (i) each of the representations and warranties set forth in Article IV of the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on and as of the date of this Amendment and Waiver except to the extent such representations or warranties relate to an earlier date in which case they shall be true and correct in all mate...rial respects as of such earlier date, and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof or shall result from after giving effect to this Amendment and Waiver. (b) The Company has the power to execute, deliver and perform this Amendment and Waiver and each of the other agreements, instruments and documents to be executed by it in connection with this Amendment and Waiver. No registration with or consent or approval of, or other action by, any Governmental Authority is required in connection with the execution, delivery and performance of this Amendment and Waiver and the other agreements, instruments and documents executed in connection with this Amendment and Waiver by the Company, other than registration, consents and approvals received prior to the date hereof and disclosed to the Bank and which are in full force and effect. (c) The execution, delivery and performance by the Company of this Amendment and Waiver and each of the other agreements, instruments, and documents to be executed by it in connection with this Amendment and Waiver, (i) have been duly authorized by all requisite corporate action, and (ii) will not violate (A) any provision of law applicable to the Company, any rule or regulation of any Governmental Authority applicable to the Company or (B) the certificate of incorporation, by-laws, or other organizational documents, as applicable, of the Company. (d) This Amendment and Waiver has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, relating to or affecting the enforcement of creditors' rights generally and by equitable principles of general application, regardless of whether considered in a proceeding in equity or at law. (e) There have been no changes to the Certificate of Incorporation or Bylaws of the Borrower, previously delivered to the Bank on August 5, 2011, and there is no plan or proceeding for the dissolution or liquidation of the Borrower. View More

Representation and Warranty. Each Loan Party hereby represents and warrants to the Agent and the Lenders as follows: a. Binding Effect of Documents. This Agreement and the other Loan Documents have been duly executed and delivered to the Agent and the Lenders by such Loan Party and are in full force and effect, as modified hereby. This Agreement constitutes the legal, valid and binding obligation of each Loan Party enforceable in accordance with its terms. Each Guarantor hereby confirms that the Guaranty to which it is a pa...rty will continue to guarantee to the fullest extent possible, the Guaranteed Obligations (as defined in such Guaranty) and ratifies all the provisions of the Guaranty and all other Loan Documents to which it is a party. b. No Event of Default. As of, and after giving effect to this Agreement, on the Forbearance Effective Date, no Event of Default has occurred and is continuing. c. Representation and Warranties. On and as of the date hereof, except with respect to the Specified Potential Events of Default, all representations and warranties of each Loan Party set forth in the Credit Agreement (as amended by this Agreement) and the other Loan Documents are true, correct and complete in all respects as though made on and as of such date, except to the extent that such 9 representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties (as amended by this Agreement) shall have been true, correct and complete on and as of such earlier date). d. Authority. Each Loan Party has the corporate power and authority (i) to enter into this Agreement and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it. e. Authorization. Each Loan Party has the power and has taken all necessary action, corporate or otherwise, to authorize it to execute, deliver, and perform this Agreement in accordance with the terms hereof and to consummate any transactions contemplated hereby. f. No Conflict. The execution and delivery by each Loan Party of this Agreement and the performance of the obligations of it hereunder and the consummation by it of any transactions contemplated hereby: (i) are not in contravention of the terms of the organizational documents of such Loan Party or of any material agreement or undertaking to which it is a party or by which such Loan Party or its property is bound; (ii) do not require the consent, registration or approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect and except for consents of Persons (other than a Governmental Authority) that are not material); (iii) do not contravene in any material respect any statute, law, ordinance regulation, rule, order or other governmental restriction applicable to or binding upon such Loan Party; and (iv) will not result in the imposition of any liens upon any property of such Loan Party except Permitted Encumbrances; 15. ADVICE OF COUNSEL. Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel. View More