Purchaser’s Representations Sample Clauses
The Purchaser’s Representations 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 purchaser to confirm facts such as their legal status, financial ability to complete the transaction, and compliance with relevant laws. By including these representations, the clause helps ensure that the seller can rely on the buyer’s claims, thereby reducing the risk of disputes or failed transactions due to misrepresentation or lack of capacity.
Purchaser’s Representations. Purchaser hereby represents and warrants to Seller that:
11.1 Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation, or otherwise will be qualified to conduct business in the state in which the Property is located, and has all right and power to acquire, own and operate the Property.
11.2 Purchaser has the legal capacity, right and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement and has taken all necessary action to authorize the execution, delivery and performance of the terms and conditions of this Agreement.
11.3 This Agreement, and the documents to be executed and delivered by Purchaser in connection with the consummation of this Agreement, are and shall be valid and binding in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).
11.4 The execution, delivery and performance by Purchaser of this Agreement are not precluded or proscribed by, and will not, to the best of Purchaser’s knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instrumentality, or (ii) result in a material breach of, or a material default under any agreement, mortgage, contract, undertaking or other instrument or document to which Purchaser is a party or by which Purchaser is bound or to which Purchaser is subject.
11.5 There are no suits, actions, arbitrations, or legal, administrative or other proceedings pending against Purchaser which would impair or otherwise materially adversely affect Purchaser’s ability to perform its obligations under this Agreement.
11.6 Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or, to the best of Purchaser’s knowledge, suffered the filing of an involuntary petition by Purchaser’s creditors; (iii) to the best of Purchaser’s knowledge, suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets; (iv) to the best of Purchaser’s knowledge, suffered the attachment or other judicial seizure of all or substantially all of Purchaser’s assets; (v) admitted in wri...
Purchaser’s Representations. The Purchaser's representations contained in this Agreement will be true.
Purchaser’s Representations. In connection with his purchase of the --------------------------- Stock, the Purchaser hereby represents and warrants to the Company as follows:
Purchaser’s Representations. Purchaser represents and warrants to Seller as follows:
Purchaser’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Stock Purchase Right is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Stock Purchase Right, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.
Purchaser’s Representations. The Purchaser warrants and represents to, and covenants with, the Seller, as follows:
Purchaser’s Representations. Purchaser hereby represents and warrants to Seller as follows:
(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and in good standing as a foreign corporation in the State of California;
(b) Except for matters set forth in Section 9.03 and Section 10.12 below, Purchaser is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets;
(c) Purchaser has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the transaction contemplated by this Agreement will not violate, nor be in conflict with, any provision of Purchaser's charter, bylaws or governing documents, or any material agreement or instrument to which Purchaser is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Purchaser;
(d) The execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate actions on the part of Purchaser;
(e) This Agreement has been duly executed and delivered on behalf of Purchaser and all documents required hereunder to be executed and delivered by Purchaser, whether at Closing or otherwise, shall have been duly executed and delivered. This Agreement does, and such documents shall, constitute legal, valid and binding obligations of Purchaser in accordance with their respective terms, subject to applicable bankruptcy and ether similar laws of general application with respect to creditors;
(f) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of Purchaser, threatened against Purchaser;
(g) Purchaser has arranged to have available by the Closing Date sufficient funds to enable the Purchaser to pay in full the Purchase Price as provided in Article 4, together with all costs and expenses relative thereto, and otherwise to perform its obligations under this Agreement;
(h) Purchaser has or prior to Closing will have made financial arrangements which will be adequate ...
Purchaser’s Representations. The representations and warranties by Purchaser as set forth in Section 11.2 being true and correct in all material respects as of the Closing.
Purchaser’s Representations. Purchaser makes the following representations and warranties to Company, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder:
Purchaser’s Representations. Purchaser represents and warrants to Seller that the following matters and true and correct as of the as of the date hereof: