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 represents and warrants to Seller as follows:
(a) Purchaser is, and at the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).
(b) Purchaser has the full legal right, power, authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained.
(c) This Contract and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser.
(d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby.
(e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.
(f) This Contract is a valid and binding obligation of Purchaser.
(g) Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom Uni...
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.