BUYER REPRESENTS Clause Samples
The "Buyer Represents" clause sets out the statements and assurances made by the buyer regarding their authority, capacity, and intent to enter into the agreement. Typically, this clause requires the buyer to confirm that they have the legal right to purchase, that all necessary approvals have been obtained, and that no undisclosed impediments exist. By including these representations, the clause helps ensure that the seller can rely on the buyer's commitments, reducing the risk of disputes or failed transactions due to misrepresentation or lack of authority.
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BUYER REPRESENTS. WARRANTS AND ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS BUYING IT ON AN “AS IS - WHERE IS" BASIS WITH ALL FAULTS. WHILE SELLER BELIEVES THAT THE QUANTITY, WEIGHT, SIZE AND OTHER DESCRIPTIONS OF THE PROPERTY ARE ACCURATE, SELLER NEITHER REPRESENTS NOR WARRANTS THAT THE PROPERTY CONFORMS TO SAME AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS THEREIN. SELLER COVENANTS THAT THE PROPERTY IS FREE AND CLEAR OF LIENS AND ENCUMBRANCES, BUT OTHERWISE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING, WITHOUT LIMITATION, AS TO THE CONDITION OF THE PROPERTY OR ITS FITNESS FOR ANY PURPOSE. BUYER SHALL HAVE NO RECOURSE AGAINST SELLER IF ANY DEFECTS OF ANY KIND, LATENT OR PATENT ARE DISCOVERED. BUYER EXPRESSLY WAIVES ALL RIGHTS OF RETURN OF THE PROPERTY.
BUYER REPRESENTS. 2 (a) That it is a corporation duly organized and existing under the laws of the state of Nevada with an authorized capital stock consisting of 50,000,000 shares of common stock of par value of $.001 per share, all having full voting power, of which approximately 25,000,000 shares have been duly issued and are outstanding full paid and non-assessable.
2 (b) That the shares of Buyer deliverable pursuant to this agreement will be shares of common stock of the same class of common stock presently issued and outstanding, which shares Buyer shall have full and lawful authority to deliver, and when so delivered to Selling Shareholders, will have full and equal voting rights and will be fully paid and non-assessable and will represent 12,000,000 shares of issued and outstanding stock of the Buyer after this plan of reorganization takes place.
2 (c) That in acquiring the shares of stock of Sellers hereunder, Buyer is acquiring the same for purposes of investment only with no present intention of selling or otherwise marketing or distributing them.
2 (d) In regards to the stock of Buyer, Buyer acknowledges all rights to the stock are vested exclusively in the common stock, 12,000,000 shares of which are being issued to the Selling Shareholders, pursuant to this plan of reorganization.
2 (e) The balance sheet as of the 31st day of March, 2001, a copy of which including company notes have been previously delivered to Sellers, had been prepared from the books and records of the Buyer and fairly represent the financial condition to Buyer as of such date.
2 (f) The Buyer is duly qualified and entitled to its respective properties and to carry on its business all as and in the places where such properties are now owned or such business is conducted.
2 (g) The Buyer is not a party to any pending or threatened litigation which might adversely affect the financial condition, business or properties of Buyer, or interfere with any manufacturing or sale of its products, nor to the knowledge of Buyers' shareholders is there any threatened or pending governmental investigation involving Buyer or any of its products, including inquiries, citations or complaints by any federal governmental agency or any federal, state or local administration; there are no outstanding orders, decrees or stipulations affecting Buyer or any of its products or previous work done.
2 (h) That all returns for income taxes, surtaxes and excess profit taxes of Buyer for all prior periods up to and includin...
BUYER REPRESENTS. THAT BUYER IS CONTRACTUALLY FREE TO ENTER INTO THIS AGREEMENT AND TO PERFORM HEREUNDER AND SHALL INDEMNIFY, DEFEND AND SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ALL DAMAGES SELLER MAY SUFFER IF SUCH BUYER’S REPRESENTATION IS ALLEGED TO BE, OR IS NOT, CORRECT.
BUYER REPRESENTS. The Buyer has consulted with his or her legal and tax advisors regarding any legal or tax consequences with respect to entering into an Assignment Agreement. The Buyer's attorney has completely explained the terms of the Assignment Agreement to the Buyer. The Buyer has read the Assignment Agreement and fully understands, and voluntarily accepts, the terms of the Assignment Agreement. Buyer understands that MACI and Metropolitan Tower Life Insurance Company do not provide tax advice and cannot guarantee tax results.
BUYER REPRESENTS. THAT IT IS A SUPPLIER TO ITSELF AND THAT IT HAS BEEN INVITED TO PARTICIPATE IN THE USE OF THE SERVICE INTERNALLY BY AN AUTHORIZED REPRESENTATIVE OF THE BUYER. and
(3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE ON BEHALF OF AUTHORIZED USER TO BE BOUND BY THEM.