From The Jolly Contrarian
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| No, it doesn’t make any sense to add this agreement, nor to have a separate continuing [[warranty]] that you have not [[Breach of contract|breached this agreement]]. That is tantamount to a {{repprov|no event of default}} rep — so you should already have it — and as canvassed in that very article, that [[representation]] is, in any case, a big old waste of time. If I ''tell'' you I have not breached the agreement, but in actual fact, I ''have'', in what way are you in a better position than if I ''didn’t'' tell you that?
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| There is an argument that a representation as to the outright legality of your action is useful, though [[implied term]]s should help you here. For it is surely necessary for the [[business efficacy]] of a contract that a counterparty is able, in compliance with the laws of the land, to perform those tasks it has promised to. It is an [[implied term]], that is to say. It goes without saying. There are so many grounds for this that I really shouldn’t have to justify this, but any other outcome must be some kind of puncture of the [[hermeneutic]] beach ball in which we all play our commercial games.
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Latest revision as of 08:48, 29 May 2023