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Representation definition What does Representation mean? A representation is a pre‑contractual statement of existing fact or law made to persuade the other party to enter a contract; it is not, without more, a contractual term. If false, it may amount to misrepresentation, giving remedies such as rescission and/or damages. Liability turns on type: fraudulent misrepresentation (tort of deceit; in Scotland, delict), negligent misrepresentation (including statutory negligence in England & Wales under the Misrepresentation Act 1967 and similar provision in Northern Ireland; in Scotland and Ireland, principally common law/negligent misstatement), and innocent misrepresentation (with the court’s discretion to award damages in lieu of rescission). Inducement and reliance are...
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Project finance representations and warranties: project-specific representations, repeating representations, parties, and negotiation covering SPV, project documents, authorisations, environmental and insurance requirements, procurement, information/model accuracy, sanctions and NSIA 2021
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Practice notes
Much of the standard suite of Representations and warranties found in a conventional syndicated Loan agreement will likewise be relevant and applicable to a project finance deal. For background and detail on those provisions—what they are and the purpose they serve—consult Practice Note: Representations and warranties. This Practice Note considers the further representations and warranties that might be required in a project finance context, and examines how these may apply in such Transactions.
Purpose of representations and warranties in a project finance transaction
Under general principles of contract law, the two concepts are distinct in effect and consequence:
- representations are pre-contractual assertions of fact made by one contracting party that persuade the other to enter into the agreement—if a Representation proves inaccurate or deceptive, it may give rise to a claim for misrepresentation under the general law, with remedies of rescission and/or damages depending on the category of misrepresentation
- warranties are contractual promises, the breach of which entitles the innocent party to claim damages but does not allow rescission
For further guidance, see Practice Note: Representations and warranties—Meaning of representations and warranties. In this Practice Note, the terms representations and warranties are used together and referred to as ‘representations’ despite...
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Web page updated on 21/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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