SAMPLE CLAUSES

Representations and Warranties

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Representations and Warranties

(Sample Clause 1)

6.1 Each Party represents and warrants to the other that:

(a) it is duly incorporated and validly existing under the applicable Laws of the place of its incorporation;

(b) it has full corporate and other applicable power and authority to enter into and perform its obligations under this Agreement;

(c) it has obtained all approvals necessary for it to enter into and to perform its obligations under this Agreement;

(d) it has taken all action necessary to execute and deliver and to perform its obligations under this Agreement; and

(e) its execution, delivery and performance of this Agreement in accordance with its terms shall not:

(i) violate or conflict with its articles of association or memorandum of association or its other constitutional documents;

(ii) with or without the giving of notice or the passage of time or both, conflict with, result in the breach or termination of, or constitute a default under, any agreement or arrangement to which it is a party or by which it or any of its properties or assets may be bound;

(iii) constitute a violation of any applicable law, regulation, order, writ, judgment, injunction or decree applicable to it or any of its properties or assets, or violate any approval, undertaking or other obligation to which it is bound;

(iv) result in the creation or imposition of any lien, charge or encumbrance upon the capital stock, properties or assets of it; or

(v) have any judicial or administrative actions, proceedings or investigations pending or, to the best of its knowledge after due and careful inquiry, overtly threatened against it, which would have a material adverse effect on its capacity to perform its obligations under this Agreement; or

(vi) the information furnished and/or to be furnished by it to the other parties for or in connection with this Agreement is and will be true, complete and correct and not misleading in any material respect.

Representations and Warranties

(Sample Clause 2)

Representations and Warranties

(Sample Clause 3)

Representations and Warranties

(Sample Clause 4)

Representations and Warranties

(Sample Clause 5)

Representations and Warranties

(Sample Clause 6)

Representations and Warranties

(Sample Clause 7)

Representations and Warranties

(Sample Clause 8)

Representations and Warranties

(Sample Clause 9)
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