Buyer Representations Sample Clauses

Buyer Representations. The Buyer represents and warrants that: (i) The Buyer is purchasing the Shares for the Buyer’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares. The Buyer has no present intention of selling or otherwise disposing of all or any portion of the Shares. (ii) he Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Shares. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares. (vi) The Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vii) The Buyer understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs an...

Buyer Representations. Buyer represents and warrants to Seller as follows:

Buyer Representations. Buyer hereby represents to Seller, as of the date hereof and as of the date of Closing, as follows:

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 and warrants to Seller as follows: (a) Buyer is duly incorporated and validly existing under the laws of its jurisdiction of incorporation or organization and has the power and authority to conduct the business which it conducts and/or proposes to conduct; and the constituent documents and other organizational it provided to Seller are true, accurate and updated copies of the corporate records; (b) the execution, delivery and performance of the Sale Documents to which ▇▇▇▇▇ is a party have been duly authorized by all necessary corporate action and are within the corporate powers and/or capacity of Buyer and have been duly authorized by all necessary governmental consents, certificates and approvals (where applicable); (c) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents and approvals) in order (i) to enable Buyer to lawfully to enter into, exercise its rights and perform and comply with its obligations under the Sale Documents to which it is a party and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done; (d) this Agreement, the Sale Documents to which it is a party and the obligations contemplated hereunder and thereunder constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with the terms hereunder and thereunder; (e) Buyer’s entry into, exercise of its rights and/or performance of or compliance with its obligations under the Sale Documents to which it is a party do not and will not violate (i) any laws to which Buyer is subject, (ii) any provision of constituent documents or organizational documents of Buyer or (iii) any separate agreement to which Buyer is a party or which is binding on it; (f) no liquidator, examiner, receiver or similar officer has been appointed in respect of all or any part of the assets of Buyer nor has any application been made to a court which is still pending for an order for, or any act, matter or thing been done which with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officer or equivalent in any jurisdiction; and (g) no litigation, arbitration or claim before any court, arbitrator, governmental or administrative agency or authority which would have a material adverse effect on the ability of Buyer to observe or perform its obli...

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 represent to Seller as follows:

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. 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.