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. The Purchaser's representations contained in this Agreement will be true.
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. 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. The Purchaser represents and warrants to the Vendor that:
(a) CORPORATE STANDING The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted.
(b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; and
(c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not:
(i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser;
(ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in the creation or imposition of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject;
(iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser;
(iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.
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 that:
a. Purchaser intends does not intend to occupy the Property as Purchaser’s primary residence.
b. Purchaser is is not related by blood or marriage to the previous owner of the Property.
c. Purchaser is is not currently a HomeSteps Supplier, which includes employees, (as defined in “HomeSteps’ Supplier Code of Conduct”) approved to perform paid services for HomeSteps or a family member of a HomeSteps Supplier.
d. FREDDIE MAC EMPLOYEES AND THEIR IMMEDIATE HOUSEHOLD MEMBERS, ARE PROHIBITED FROM PURCHASING HOMESTEPS PROPERTIES. Purchaser or a member of Purchaser’s immediate household is is not an employee of Freddie Mac. (An immediate household member means a member of the employee’s family who currently resides in the employee’s home, a non-resident spouse, and a non-resident minor child or dependent for whom the employee has responsibility.)
e. If Purchaser is a HomeSteps Supplier), or an employee and/or immediate family member of a HomeSteps Supplier, Purchaser represents that Purchaser has not accessed HomeSteps’ information including the Property’s valuation and/or analysis, provided ancillary services such as “trash-outs” and maintenance (including but not limited to lawn care or repairs to the Property), or participated in the management of the Property at any time during the entire property management and sale process; and Purchaser represents that Purchaser will not engage in any such activities. Purchaser further represents that Purchaser has disclosed to HomeSteps that it is a Supplier and/or family member of a HomeSteps Supplier, and obtained written consent, which may or may not be provided in HomeSteps’ sole discretion, to purchase the Property.