Provision Language
Section C: CARB-X Special Terms and Conditions
Article IV: Portfolio Company Representations and Warranties
4.01 The Portfolio Company makes the following representations and warranties:
(a) The Portfolio Company has all requisite power and authority to execute, deliver, and perform this Agreement and to deliver the Project.
(b) The Portfolio Company has obtained or will obtain all third-party approvals and consents required for the Portfolio Company to execute, deliver, and perform this Agreement where failure to obtain such approvals and consents would have a material adverse effect on the Portfolio Company’s ability to perform its obligations under the Agreement.
(c) The execution and performance of this Agreement by the Portfolio Company does not and will not violate or conflict with, as applicable, the Portfolio Company’s charter documents, contract(s) or intellectual property agreements to which the Portfolio Company is a party, which violation or conflict would have a material adverse effect on the Portfolio Company’s ability to perform its obligations under the Agreement.
(d) The Portfolio Company will perform the Agreement and the Project in compliance with all applicable laws.
(e) All written statements made by the Portfolio Company to Managing Entity during the application process, Presentations to the CARB-X Advisory Board, written responses to the CARB-X Due Diligence Form, Deliverables, and all other communications relating to this Agreement, are true and correct when made.
(f) For each representation and warranty above, the statements are made: (a) as of the date of this Agreement; and (b) as of the date of any other written statement or verbal communication, when made to Managing Entity.