Master Alliance Provisions Guide (MAPGuide)

CARB-X Research Subaward Agreement

  • Liability | Representations & Warranties

4. Subrecipient Representations and Warranties.

4.01 The Subrecipient makes the following representations and warranties:

(a) The Subrecipient has all requisite power and authority to execute, deliver, and perform this Subaward Agreement and to deliver the Project.

(b) The Subrecipient has obtained or will obtain all third-party approvals and consents required for the Subrecipient to execute, deliver, and perform this Subaward Agreement where failure to obtain such approvals and consents would have a material adverse effect on the Subrecipient’s ability to perform its obligations under the Subaward Agreement.

(c) The execution and performance of this Subaward Agreement by the Subrecipient does not and will not violate or conflict with, as applicable, the Subrecipient’s charter documents, contract(s) or intellectual property agreements to which the Subrecipient is a party, which violation or conflict would have a material adverse effect on the Subrecipient’s ability to perform its obligations under the Subaward Agreement.

(d) The Subrecipient will perform the Subaward Agreement and the Project in compliance with all applicable laws.

(e) All written statements made by the Subrecipient to the PTE during the application process, including Expressions of Interest, Short Form and Long Form Applications, Presentations to the CARB-X Advisory Board, written responses to the Funding Award – Due Diligence Form, Deliverables, and all other communications relating to this Subaward 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 Subaward Agreement; (b) as of the date any Option Stage is exercised; and (c) as of the date of any other written statement or verbal communication, when made to the PTE.