Publishing Agreement Template - Songwriter
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Representations and warranties
"Representations and warranties are contractual statements made by one or both parties, asserting certain facts and conditions as true at the time of the agreement. These affirmations serve to allocate risk and establish grounds for potential legal remedies if the assertions prove to be false or misleading."
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13 Representations and warranties examples
- Description
REPRESENTATIONS AND WARRANTIES OF THE SELLER, THE SPECIAL SHAREHOLDER & THE SHAREHOLDER Except as otherwise set forth in the schedules attached to this Agreement by reference to specific sections of this Agreement (hereinafter collectively referred to as the "Disclosure Schedule"), the Seller, the Shareholder, and the Special Shareholder represent and warrant to the Purchaser as set forth below but only if demarked with an “☒” (a checked checkbox).
- Document
- AMERINST INSURANCE GROUP LTD
- Description
The representations and warranties made in this Agreement by the Company that are qualified by materiality or Material Adverse Effect and the representation and warranty made by the Company in paragraph 5(a) shall be true and correct when made and as of the Closing Date, and all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date (except that representations and warranties of the Company made as of a specific date shall be required to be true and correct as of such date only.
- Document
- Ivanhoe Electric Inc. (IE)
- Description
Initial Subscription Agreement Representations and Warranties. Except for the representations and warranties set forth in Section 3.02 of the Initial Subscription Agreement, which are superseded by Section 5(a) above, the representations and warranties of the Company in Article III (Representations and Warranties of the Company) of the Initial Subscription Agreement are true and correct on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, with the same force and effect as if expressly made on and as of the date hereof.
- Document
- Ivanhoe Electric Inc. (IE)
- Description
The Purchaser represents and warrants to the Company as follows: Except for the representations and warranties set forth in Section 4.13 of the Initial Subscription Agreement, which are superseded by Section 4(b) above, all representations and warranties set forth in Article IV (Representations and Warranties of the Purchaser) of the Initial Subscription Agreement are true and correct on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, with the same force and effect as if expressly made on and as of the date hereof.
- Document
- Ivanhoe Electric Inc. (IE)
- Description
Ratification and Affirmation; Representations and Warranties. Each of the Borrower, Holdings and each Guarantor hereby (a)(a) acknowledges the terms of this Consent; (b)(b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, notwithstanding the consent contained herein, and, in particular, affirms that, after giving effect to this Consent, the terms of the Security Instruments secure, and will continue to secure, its obligations thereunder; and (c)(c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Consent: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing.
- Document
- HighPoint Resources Corp
- Description
Representations and Warranties. The representations and warranties contained in the Credit Agreement, as amended by this Amendment, are true on and as of the Amendment Date with the same force and effect as if made on and as of the Amendment Date, except for those representations and warranties that by their terms are made as of a specific date, which representations and warranties Borrower hereby remakes as of such date.
- Document
- IEC ELECTRONICS CORP
- Description
RTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.1 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller as of the date of this Receivables Purchase Agreement and as of the Closing Date: (a) Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.
- Document
- CarMax Auto Owner Trust 2021-1
- Description
Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties to the Purchaser as of the date of this Receivables Purchase Agreement and as of the Closing Date: (a) Organization and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables. (b) Power and Authority; Binding Obligation. The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.
- Document
- CarMax Auto Owner Trust 2021-1
- Description
Representations and Warranties as to the Pool of Receivables. The Seller hereby makes the following representations and warranties to the Purchaser as of the date of this Receivables Purchase Agreement and as of the Closing Date, which representations and warranties shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Receivables and other assets described in Section 2.1 by the Seller to the Purchaser and by the Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the Trustees and the Noteholders.
- Document
- CarMax Auto Owner Trust 2021-1
- Description
Representations and Warranties True. The representations and warranties of the Seller contained herein shall be true and correct in all material respects on the Closing Date with the same effect as if made on the Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or before the Closing Date.
- Document
- CarMax Auto Owner Trust 2021-1
- Description
Representations and Warranties; Covenants. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) on the date hereof and on and as of the Closing Date as if made on and as of such date (except for representations and warranties that speak as of a specific date, which are accurate in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date). The Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
- Document
- ESPORTS ENTERTAINMENT GROUP, INC. (GMBL, GMBLP, GMBLW, GMBLZ)
- Description
Representations and Warranties. The representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which are accurate in all respects) on the date hereof and on and as of the Closing Date as if made on and as of such date (except for representations and warranties that speak as of a specific date, which are accurate in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which are accurate in all respects) as of such specified date).
- Document
- ESPORTS ENTERTAINMENT GROUP, INC. (GMBL, GMBLP, GMBLW, GMBLZ)
- Description
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Dates) that: A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
- Document
- Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW)
What are Representations and Warranties?
Representations and warranties are statements of fact and assurances provided by parties in a legal contract. They are used to affirm that certain conditions or statements are true and serve to allocate risk between parties by laying out the facts of a deal.
- Representations are statements of fact about the present or past.
- Warranties are promises about future conditions.
Both are crucial to ensuring that both sides have a common understanding and provide a mechanism for recourse if these statements prove to be false.
When should I use Representations and Warranties?
You should use representations and warranties when entering into any contract where verifying the truth of certain facts is critical to the agreement. They are particularly important in:
- Purchase agreements: To confirm details about a business’s condition in a merger or acquisition.
- Loan agreements: For lenders to ensure the borrower’s capacity to repay.
- Investment agreements: To assure investors about the state of the company.
These provisions help establish trust and can safeguard against potential disputes.
How do I write Representations and Warranties?
When writing representations and warranties, clarity and precision are essential:
- Use clear language – Avoid ambiguity; state facts and assurances directly.
- Be specific – Detail the facts and conditions the representation or warranty covers.
- Use materiality qualifiers – Specify if a condition is required to have a material effect to be considered a breach.
- Include time frames – Define if statements apply to a specific date or over a period.
Example:
“The Seller represents and warrants that the financial statements provided are true and correct in all material respects and fairly present the financial position of the Company as of [Date].”
Which contracts typically contain Representations and Warranties?
Representations and warranties are commonly found in various types of contracts, including:
- Mergers and Acquisitions (M&A) Agreements: Essential for verifying the status and value of the target company.
- Real Estate Purchase Agreements: Used to affirm property conditions and title status.
- Loan and Credit Agreements: To ensure the borrower’s financial health and legal compliance.
- Supply Agreements: To confirm the quality and compliance of the goods being supplied.
These provisions help outline the expectations and obligations of each party involved, facilitating a smoother contractual relationship.
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