"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."
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).
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.
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for the representations and warranties set forth in Section 3.02 of the Initial Subscription Agreement, which are superseded by Section 5(a) above, the representations and warranties of the Company in Article III (Representations and Warranties of the Company) of the Initial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.
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for the representations and warranties set forth in Section 4.13 of the Initial Subscription Agreement, which are superseded by Section 4(b) above, all representations and warranties set forth in Article IV (Representations and Warranties of the Purchaser) of the Initial Subscription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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
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:
These provisions help establish trust and can safeguard against potential disputes.
When writing representations and warranties, clarity and precision are essential:
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].”
Representations and warranties are commonly found in various types of contracts, including:
These provisions help outline the expectations and obligations of each party involved, facilitating a smoother contractual relationship.
Try our AI contract analysis and extract important clauses and information from existing contracts.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The retroactive effectiveness clause stipulates that the terms and conditions of a contract will be considered effective from a date prior to the actual execution date of the agreement. This allows any actions taken within the specified retroactive period to be covered and governed by the contract, providing legal validity to pre-contractual conduct.
The "Return of Company Property" clause mandates that an employee must return all company-owned items, such as equipment, documents, and keys, upon termination of their employment or upon request by the employer. Failure to comply with this clause may result in deductions from final paychecks, legal action, or other penalties as outlined by the employer's policies.
The "Return or Destruction of Confidential Information" clause specifies the obligations of parties to either return or destroy all confidential information upon the termination or completion of the contractual relationship. This ensures that sensitive data is not retained unnecessarily, thereby protecting proprietary information and maintaining confidentiality.
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