General Representations. Each party represents that:
It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation, and, if relevant under those laws, in good standing.
It has the power:
to execute this agreement and any other documentation to which it is a party relating to this agreement;
to deliver this agreement and any documentation relating to this agreement that it is required by this agreement to deliver; and
to perform its obligations under this agreement,
All required authorizations have been obtained and are in full force and effect.
Execution, delivery, and performance under this agreement does not cause it to violate any applicable law, statute, contractual obligation, or court or government order.
Its obligations under this agreement are legal, valid, and binding, and enforceable in accordance with their respective terms, subject to applicable creditors' rights laws and to equitable principles of general application.
No Event of Default, as that term is defined in Article 9, or event that with notice or lapse of time or both would constitute an Event of Default, has occurred with respect to it, and no such event would occur as a result of its entering into or performing its obligations under this agreement.
No litigation, arbitration, or administrative proceeding before any governmental entity is pending or, so far as it is aware, threatened against it that would, if adversely determined, result in a material adverse change in its financial condition or its ability to perform its obligations under this agreement, or that is likely to affect the legality, validity, or enforceability against it of this agreement.
It has entered into this agreement after a full opportunity to review its terms and conditions, it has a full understanding of these terms and conditions and their risks, and it is capable of assuming those risks.
It is not relying upon any representations of the other party other than those expressly set out in this agreement, and the other party is not acting as a fiduciary or advisor for it.
All information that is identified as being subject to or connected with this agreement and that it provides, or that is provided on its behalf, in writing to the other party is, as of the date it is provided, true, accurate, and complete in every material respect
Seller Representative Representations. The Seller Representative represents that:
Participating Landholders hold use rights in the Project Area, as shown in the land use grant that is attached at annex 4, that entitle them to perform, and receive revenue from, Project Activities.
As shown in the agreement between the Seller Representative and Participating Landholders that is attached at annex 5, the Seller Representative is authorized by the unanimous, free, prior, and informed consent of Participating Landholders to act on behalf of Participating Landholders and to oversee project governance and distribution of revenues as described in the Project Plan.
Disclaimer: Materials on this site are meant to highlight issues that should be considered in PES transactions, not to provide a substitute for experienced legal counsel. It will be essential to engage legal counsel in conjunction with any PES transaction to ensure that any agreements reflect the latest developments in the field and comply with current local and national legislation.
This website is made possible by the generous support of the American people through the United States
Agency for International Development (USAID), under the terms of the TransLinks Cooperative Agreement
No.EPP-A-00-06-00014-00 to The Wildlife Conservation Society (WCS). TransLinks is a partnership of WCS, The Earth
Institute, Enterprise Works/VITA, Forest Trends and The Land Tenure Center. The contents are the responsibility of the
authors and do not necessarily reflect the views of USAID or the United States Government.
PES Contract Toolkit
