Buyer Representations Sample Clauses
The Buyer Representations clause sets out the specific statements and assurances that the buyer makes to the seller as part of a transaction. These representations typically cover the buyer’s legal authority to enter into the agreement, financial capacity to complete the purchase, and compliance with relevant laws or regulations. For example, the buyer may confirm that it is not subject to any legal restrictions that would prevent the transaction or that it has obtained all necessary approvals. The core function of this clause is to provide the seller with confidence in the buyer’s ability and legitimacy, thereby allocating risk and reducing the likelihood of disputes arising from misrepresentations.
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Buyer Representations. (a) Each Buyer represents and warrants that (i) the Transaction Documents set forth the terms of a commercial repurchase facility and (ii) it is engaged in providing facilities of the type set forth herein in the ordinary course and is entering into this Agreement as a Buyer for the purpose of providing such facilities as set forth herein as may be applicable to such Buyer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Buyer agrees not to assert a claim in contravention of the foregoing.
(b) Each Buyer represents and warrants that it is sophisticated with respect to decisions to provide facilities of the type set forth herein, as may be applicable to such Buyer, and either it, or the Person exercising discretion in providing such facilities, is experienced in providing such facilities.
Buyer Representations. Buyer hereby represents to Seller, as of the date hereof and as of the date of Closing, as follows:
Buyer Representations. Buyer represents and warrants to Seller as follows:
Buyer Representations. (a) Buyer represents and warrants to the Sellers and the Company that: (i) it is an institutional “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management; (iv) all documents, records, and information pertaining to its investment in the Common Stock and the Company that have been requested by it, if any, have been made available or delivered to it prior to the date hereof; (v) its financial condition is such that it is able to bear the risk of holding the Shares for an indefinite period of time and can bear the loss of the entire investment in such Shares; (vi) it is not purchasing the Shares as the result of any form of general solicitation or general advertising or as a result of Buyer’s review of public filings by the Company.
(b) This Agreement is made in reliance upon Buyer’s express representations, which it hereby represents and warrants to the Company and the Sellers, that (i) the Shares being purchased by Buyer are being acquired for Buyer’s own account (and not on behalf of any other person or entity) for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Shares or any portion thereof, (ii) Buyer was not organized for the specific purpose of acquiring the Shares and (iii) the Shares will not be sold by Buyer without registration under the Securities Act or applicable state securities laws, or an exemption therefrom.
(c) Buyer understands that the Shares being purchased by Buyer hereunder have not been registered under the Securities Act, or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements. Buyer represents and warrants to the Company and the Sellers that, to Buyer’s knowledge, Buyer has not taken any action which could reasonably be expected to cause the sale of the Shares to be sold by such Seller to Buyer to fail to qualify as exempt from the registration requirements of the Securities Act. Buyer further understands that until such time as the Shares shall have be...
Buyer Representations. Buyer hereby represents and warrants that:
(a) It is a general partnership duly formed, validly and existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary partnership action;
(c) This Agreement is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law);
(d) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Buyer's obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course.
(e) Neither the execution and delivery of this Agreement by Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the Partnership Agreement of Buyer or any Contractual Obligation of Buyer or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the Buyer.
Buyer Representations. Buyer represents to Seller as of the date of this Agreement and as of the Closing Date as follows:
Buyer Representations. Buyer hereby represent to Seller as follows:
Buyer Representations. Buyer represents and warrants to Seller as follows:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated by this Agreement and the Related Agreements.,
(b) Prior to the Closing, this Agreement and each Related Agreement will have been duly authorized by all necessary regulatory authorities and corporate action on the part of Buyer. This Agreement constitutes and, when executed, the Related Agreements will constitute, the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
(c) Neither Buyer, nor any of its Shareholders, officers, employees or agents have employed any financial advisor, broker or finder or incurred any liability for any financial advisory, brokerage or finder's fee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated by such agreements for which Seller could become liable or obligated.
(d) Buyer has been provided and has received all financial information related to the Purchased Assets which it has requested of Seller as of the date hereof.
Buyer Representations. Buyer represents the following: (i) Buyer has thoroughly inspected the Product, (ii) Buyer has found the Product acceptable for its purposes, (iii) Buyer assumes the risk of any defects, deficiencies or other condition of the Product, whether patent or latent and (iv) Buyer accepts the Product in “as is” condition.
Buyer Representations. All representations and warranties made by Buyer in this Agreement shall terminate and expire at the Closing, and any liability of Buyer with respect to such representations and warranties shall thereupon cease.