By Purchaser Sample Clauses
The "By Purchaser" clause outlines the specific rights, obligations, or actions that the purchaser is entitled or required to undertake under the agreement. Typically, this clause details scenarios where the purchaser may exercise certain options, such as terminating the contract, requesting modifications, or enforcing warranties. For example, it may specify the process the purchaser must follow to notify the seller of a breach or to claim remedies. The core function of this clause is to clearly define the purchaser's authority and responsibilities, ensuring both parties understand the purchaser's role and the procedures that must be followed, thereby reducing ambiguity and potential disputes.
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By Purchaser. Purchaser represents and warrants to Sellers (all of which shall also be required to be true and correct in all material respects on and as of the Closing Date) as follows:
6.2.1 Purchaser is a corporation, validly existing and in good standing under the laws of the State of Ohio, is authorized (or will be authorized at Closing) to do business in the Commonwealth of Puerto Rico, has duly authorized the execution and performance of this Agreement, and such execution and performance will not violate any material term of its organizational documents.
6.2.2 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Purchaser.
6.2.3 Purchaser acknowledges that, by the Approval Date, Purchaser will have had sufficient opportunity to inspect the Property fully and completely at its expense in order to ascertain to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws, codes and regulations. Purchaser further acknowledges that, by the Approval Date, Purchaser will have had sufficient opportunity to review the Leases, Service Contracts, REAs, Loan Documents, expenses and other matters relating to the Property in order to determine, based upon its own investigations, inspections, tests and studies, whether to purchase the Property and to assume Seller's obligations under the Leases, Service Contracts, REAs and Loan Documents and otherwise with respect to the Property. PURCHASE AND SALE AGREEMENT - PAGE 31 CPR PROPERTY
6.2.4 Purchaser and, to the best of Purchaser's knowledge, after having made diligent inquiry, any beneficial owner of twenty percent (20%) or more of Purchaser: (a) is not currently identified on the OFAC List, and (ii) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. Purchaser's representations and warranties pursuant to this Section 6.2 shall survive the Closing for the Survival Period.
By Purchaser. (i) if Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform, either individually or in the aggregate, if occurring or continuing on the date on which the Closing would otherwise occur (A) would result in the failure of any of the conditions set forth in Section 6.1 or 6.2 (a “Company Terminating Breach” ) and (B) cannot be or has not been cured or has not been waived by the earlier of (1) the Outside Date and (2) 30 days after the giving of written notice to Company of such breach or failure; or
(ii) if Company or the Company Board (or any committee thereof) has (A) approved, adopted, endorsed or recommended any Company Acquisition Proposal, (B) failed to recommend the Merger and the approval of this Agreement by the shareholders of the Company, (C) materially breached the terms of Section 5.3 in any respect adverse to Purchaser, or (D) materially breached its obligations under Section 5.4 by failing to call, give notice of, convene and hold the Company Shareholders Meeting in accordance with Section 5.4; or
(iii) if a tender offer or exchange offer for 20% or more of the outstanding shares of Company Common Stock is commenced (other than by Purchaser or a Subsidiary thereof), and the Company Board recommends that the shareholders of the Company tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the ten (10) Business Day period specified in Rule 14e-2(a) under the Exchange Act.
(iv) if any approval of any Governmental Entity required for consummation of the Merger and the other transactions contemplated hereby is conditioned upon the satisfaction of any condition or requirement that, in the reasonable opinion of Purchaser, would so materially adversely affect its business or the economic benefits of the Merger to Purchaser as to render consummation of the Merger unduly burdensome, and the time period for appeals and request for reconsideration has run; or
(v) if Company has experienced, or is reasonably likely to experience, a Company Material Adverse Effect, which is not remedied or cured within thirty (30) days after notice of intention to terminate is given by Purchaser, which notice shall specify the nature of the matter or matters constituting such Company Material Adverse Effect and which are the basis of such intention; pr...
By Purchaser. Subject to the limitations set forth in this Article 6 and Section 7.15, from and after the Closing Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances:
(i) Any breach by Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of Purchaser contained herein; and
(ii) As set forth in Part VI of Appendix B.
By Purchaser. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all Losses arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Purchaser contained in this Agreement.
By Purchaser. Purchaser hereby represents and warrants for the benefit of Seller that:
(a) Purchaser has the right, legal capacity, and authority to execute and deliver this Purchase Agreement and to consummate the transactions contemplated by this Purchase Agreement. This Purchase Agreement has been duly and validly executed and delivered by Purchaser, constitutes the valid legal and binding agreement of Purchaser, and is enforceable against Purchaser in accordance with its terms. No approval of any person or entity is required for the execution of this Purchase Agreement by Purchaser or the consummation of any of the transactions contemplated by this Purchase Agreement.
(b) Purchaser has independently made its own analysis of the Loan and the Loan Documents based on such documents and information as it has deemed appropriate, and has independently decided to purchase the Loan and the Loan Documents on the terms and conditions set forth in this Purchase Agreement. Purchaser expressly acknowledges that Purchaser's acquisition of all of Seller's right, title and interest in and to the Loan and the Loan Documents hereunder is and shall be on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis.
(c) The Purchase Price and the terms and conditions of the acquisition are the result of arms'-length bargaining between the parties.
(d) Purchaser will purchase the Loan and the Loan Documents WITHOUT RECOURSE TO SELLER for any default under the Loan and the Loan Documents by (i) Borrower, (ii) any assignee or transferee of Borrower, or (iii) any subsequent assignee or transferee of Borrower's rights and obligations under the Loan and the Loan Documents.
(e) Closing of Purchaser's acquisition of the Loan and the Loan Documents is not contingent on the occurrence of any other matter or event including, without limitation, Purchaser obtaining any consent or approval or Purchaser's obtaining or otherwise qualifying for financing.
(f) Purchaser agrees that if any of the representations and warranties made by Purchaser pursuant to this Purchase Agreement shall be determined to be false or incorrect, or if Purchaser shall fail to perform any of the obligations, conditions or agreements set forth in this Purchase Agreement, then Purchaser agrees to indemnify, defend and hold harmless Seller from and against any and all damages, claims, losses, expenses, obligations and liabilities (including, without limiting the generality of the foregoing, liabilities for taxes and attorneys' fees suffer...
By Purchaser. The Purchaser will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered, all such further acts, conveyances and assurances as Seller may reasonably require for accomplishment of the purposes of this Agreement.
By Purchaser. Purchaser represents and warrants to Seller as of the Effective Date that:
5.2.1 Purchaser is a corporation, partnership, limited liability company, trust or other type of business organization that is duly organized, validly existing and in good standing under the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is located.
5.2.2 Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Purchaser of its obligations hereunder.
5.2.3 This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms.
5.2.4 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property.
5.2.5 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the best of Purchaser’s knowledge, contemplated by Purchaser.
5.2.6 There are no actions, suits, claims or other proceedings (collectively, “Litigation”) pending or, to the best of Purchaser’s knowledge, contemplated or threatened against Purchaser that could affect Purchaser’s ability to perform its obligations when and as required under the terms of this Agreement.
By Purchaser. Purchaser hereby represents and warrants to, and covenants with, Custodian and the Sellers that, as of the date hereof and throughout the term of this Agreement:
(i) Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person;
(ii) Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans;
(iii) Purchaser has been furnished with all information regarding the related Mortgage Loans that it has requested from the related Seller;
(iv) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and
(v) Purchaser has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law.
By Purchaser. Purchaser represents and warrants to Seller as follows:
By Purchaser. Purchaser shall indemnify, defend and hold harmless the Company, its officers, managers, employees, agents, successors and assigns (the “Company Group”) from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to any (i) breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation made by Purchaser in or pursuant to this Agreement and (ii) Assumed Liabilities.