Sample Clauses

Representations and Warranties

Statements of fact or promises made by the parties, upon which the other parties rely as part of entering into the contract.

Drafting Tips

Carefully draft what each party is guaranteeing about their status and the subject matter of the contract. Ensure accuracy to avoid breach claims.
Sample Clauses
Source Letter Agreement [CHIPOTLE MEXICAN GRILL INC]
(2016-12-16) - Retail-Eating Places

Each of the parties hereto hereby represents and warrants to the other party hereto that (a) such party has all requisite company power and authority to execute and deliver this Confidentiality Agreement and to perform such party's obligations hereunder, (b) this Confidentiality Agreement has been duly authorized, executed and delivered by such party, and is a valid and binding obligation, enforceable against such party in accordance with its terms, (c) this Confidentiality Agreement will not result in a violation of any terms or conditions of any agreements to which such party is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party, and (d) such party's entry into this Confidentiality Agreement does not require approval by any owners or holders of any equity or other interest in such party (except as has already been obtained).
Source Master Video Lottery Terminal Contract [TWIN RIVER WORLDWIDE HOLDINGS, INC.]
(2019-01-25) - DE - Hotels & Motels

all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Incremental Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct in all respects on such date);
Source Quarterly Financial Report (Form 10-Q) [FULL HOUSE RESORTS INC]
(2020-05-13) - DE - Hotels & Motels

The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.
Source Assignment and Assumption of Real Estate Contract [LIGHTSTONE VALUE PLUS REIT V, INC.]
(2020-05-15) - MD - Real Estate Investment Trusts

2. Representations and Warranties. Assignor represents and warrants to Assignee that Assignor has full power, authority and right to execute and deliver this Assignment. Assignee represents and warrants to Assignor that such Assignee has full power, authority and right to execute and deliver this Assignment.
Source Registration Statement (Investment Company) [2017 MANDATORY EXCHANGEABLE TRUST]
(2018-02-02) - NY -

Article III REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties of Shareholder Section 3.2 Representations and Warranties of Purchaser
Source Distribution Agreement [ACLARIS THERAPEUTICS, INC.]
(2018-08-03) - DE - Pharmaceutical Preparations

Each of the Parties warrants and represents that: 7.0.1 It is duly organized and validly existing under the laws of the State of its formation, with full legal right, power and authority to enter into and to perform its obligations hereunder.
Source Amendment Agreement [AQUA METALS, INC.]
(2018-08-08) - DE - Secondary Smelting & Refining of Nonferrous Metals

Each party hereto represents and warrants that (i) it has the power and requisite authority and is duly authorized to execute and deliver this Amendment and to perform its obligations under the Transaction Documents to which it is a party, each as may be modified or amended hereby; (ii) this Amendment, and each modification or amendment of the Transaction Documents made hereby, has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (iii) this Amendment, and each modification or amendment of the Transaction Documents made hereby, will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Source License Agreement [ARCUS BIOSCIENCES, INC.]
(2018-01-19) - DE - Pharmaceutical Preparations

REPRESENTATIONS AND WARRANTIES 7.1 Mutual Representations and Warranties Each party represents and warrants that it has the legal right and authority to enter into this Agreement and perform its obligations. 7.2 Abmuno Representations and Warranties [Party.Abmuno] represents and warrants that it has the necessary expertise and resources to perform its obligations under this Agreement.
Source Limited Guarantee [ASTA FUNDING INC]
(2020-04-09) - DE - Short-Term Business Credit Institutions

The Guarantor represents and warrants that the execution, delivery, and performance of this Limited Guarantee have been duly authorized and do not contravene any Law or contractual restriction binding on the Guarantor or its assets. The Guarantor further represents and warrants that all necessary consents, approvals, authorizations, permits, filings, and notifications have been obtained or made, and that this Limited Guarantee is a legal, valid, and binding obligation enforceable against the Guarantor. The Guarantor also represents and warrants that it has the financial capacity to fulfill the Obligations under this Limited Guarantee.
Source Equity Interest Pledge Agreement [AUTOHOME INC.]
(2017-04-25) - Services-Computer Processing & Data Preparation

4. REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other that, as of the date of signing hereof: 4.1 it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities and obligations hereunder; 4.2 its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it is subject.
Source Limited Guarantee Agreement [58.COM INC.]
(2020-07-06) - E9 - Services-Computer Programming, Data Processing, Etc.

Each of the Warburg Entities hereby represents and warrants to Parent that: (a) it has all necessary organizational power and authority to execute and deliver this letter agreement and perform its obligations hereunder; (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it;
Source Management Services Agreement [ACADEMY SPORTS & OUTDOORS, INC.]
(2020-09-23) - DE - Retail-Miscellaneous Shopping Goods Stores

Each party hereto represents and warrants that the execution and delivery of this agreement by such party has been duly authorized by all necessary action of such party.
Source Distribution Agreement [ACLARIS THERAPEUTICS, INC.]
(2018-08-03) - DE - Pharmaceutical Preparations

Each of the Parties warrants and represents that: 7.0.1 It is duly organized and validly existing under the laws of the State of its formation, with full legal right, power and authority to enter into and to perform its obligations hereunder.
Source Loan Agreement [ACREAGE HOLDINGS, INC.]
(2020-06-22) - A1 - Retail-Miscellaneous Retail

Each of the representations and warranties of the Borrower shall be true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) as of the Closing Date (both immediately prior to and after giving effect to such Loan) as if made on and as of such date.
Source Forbearance Agreement [AINA LE'A INC.]
(2016-11-14) - DE - Real Estate

To induce Lender to enter into this Agreement, Borrower hereby represents and warrants to Lender as follows: (a) The execution, delivery, and performance by Borrower of this Agreement and all documents contemplated hereunder are within Borrower's powers and have been duly authorized, and are not in conflict with Borrower's articles of incorporation or by-laws, or the terms of any charter or other organizational documents.
Source Services Agreement [AIRGAIN INC]
(2016-07-15) - Radio & Tv Broadcasting & Communications Equipment

Consultant represents and warrants that Consultant has not entered into any agreement (whether oral or written) in conflict with this Agreement.
Source License Agreement [AKCEA THERAPEUTICS, INC.]
(2020-03-02) - DE - Pharmaceutical Preparations

11.1 Representations and Warranties of Both Parties 49 11.2 Representations, Warranties and Covenants, as applicable, of Akcea 50 11.3 Representations and Warranties of Pfizer 53 11.4 Covenants of Akcea 53 11.5 Antitrust Filings 54 11.6 Disclaimer 55
Source Second Amended and Restated License Agreement [AKEBIA THERAPEUTICS, INC.]
(2019-08-08) - DE - Pharmaceutical Preparations

Each party represents and warrants to the other party as of the Second Amendment Effective Date that it has the full right and authority to enter into this Agreement, and that, to the best of its knowledge, there are no prior agreements, commitments or other obstacles that could prevent it from carrying out all of its obligations hereunder.
Source Share Purchase Agreement [AKUMIN INC.]
(2020-08-28) - A6 - Services-Medical Laboratories

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned acknowledges that, prior to executing this Lock-Up Agreement, the undersigned has been given the opportunity to obtain independent legal advice concerning this Lock-Up Agreement and that the undersigned fully understands the nature, content and consequences of this Lock-Up Agreement.
Source Manufacturing Services Agreement [ALIMERA SCIENCES INC]
(2020-11-03) - DE - Pharmaceutical Preparations

Cadence represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction and has all requisite power and authority to enter into this Agreement.
Source Securities Purchase Agreement [ALLERGEN RESEARCH CORP]
(2017-03-15) - DE - Pharmaceutical Preparations

4.1 Organization 10 4.2 Authorization 11 4.3 Binding Agreement 11 4.4 No Conflict 11 4.5 No Consents 11