Buyer’s Representations, Warranties and Covenants Clause Samples

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants as follows: (a) Buyer is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Buyer is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Buyer; and Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body of Buyer, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any formation documents of Buyer, the violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Buyer’s formation documents or bylaws, or under any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Buyer is a party or any judgment, order, statute, or regulation that is applicable to Buyer, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Bu...

Buyer’s Representations, Warranties and Covenants. Buyer’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made.

Buyer’s Representations, Warranties and Covenants. Buyer hereby makes to ------------------------------------------------- and for the benefit of Seller, the following representations, warranties and covenants:

Buyer’s Representations, Warranties and Covenants. In order to induce Lender to enter into this Agreement, Buyer hereby represents and warrants that (i) Buyer is duly authorized to execute, deliver and perform this Agreement; (ii) any court or third-party approvals necessary for Buyer to enter into this Agreement have been obtained; (iii) the entities and/or persons executing this Agreement on behalf of Buyer are duly authorized to execute and deliver this Agreement on Buyer's behalf; (iv) this Agreement and the Loan Documents are in full force and effect and the transactions contemplated therein constitute valid and binding obligations of Buyer enforceable by Lender in accordance with their terms and have not been modified either orally or in writing; (v) Buyer's mailing address for all Lender's correspondence and notices is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (vi) to the best of Buyer's knowledge after reasonable inquiry and investigation, no default or Event of Default exists or any event, which, as a result of the passage of time or the expiration of any cure period, or both, would constitute a default or Event of Default; (vii) to the best of Buyer's knowledge after diligent inquiry and investigation, all representations and warranties of Buyer in the Contract of Sale are true and correct; (viii) Buyer covenants and agrees that no liens will attach to the Property as a result of or in any way relating to the consummation of the transaction contemplated by this Agreement other than liens in favor of Lender; (ix) Buyer hereby authorizes Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Property without the signature of Buyer where permitted by law, and otherwise agrees to

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents, warrants, and covenants as follows:

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants to Seller, which representations and warranties shall be true and correct as of the Effective Date of this Agreement and as of the date of the Close of Escrow, and, subject to Section 33 hereof, shall survive the Close of Escrow, as follows: a. Buyer has the legal power, right and authority to enter into this Agreement and the instruments to be executed by Buyer pursuant to this Agreement and to consummate the transactions contemplated hereby. No consent of any third party is required in order for Buyer to perform its obligations hereunder. b. All requisite action has been taken by Buyer in connection with Buyer’s execution of this Agreement and the instruments to be executed by Buyer pursuant to this Agreement and the consummation of the transactions contemplated hereby. c. The individuals executing this Agreement and the instruments to be executed by Buyer pursuant to this Agreement on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions of this Agreement and such instruments. d. Neither the execution and delivery of this Agreement and the documents referenced herein, nor the undertaking of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party.

Buyer’s Representations, Warranties and Covenants. Buyer represents and warrants that, as of the Contract Date:

Buyer’s Representations, Warranties and Covenants. (a) Buyer hereby represents and warrants to Seller as of the Effective Date and again as of ▇▇▇ that: (i) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents; (ii) there are no actions or proceedings pending or to Buyer’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, the agreed upon forms of which are attached hereto as Exhibits; and (iii) the execution, delivery and performance of this Agreement and the Transfer Documents have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound. (b) Further, Buyer hereby covenants to Seller as of the Effective Date that: (i) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to ▇▇▇, Buyer will promptly notify Seller of the same in writing. All representations and warranties made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and ▇▇▇ for a period of one (1) year. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees, if awarded by a court of law, which Seller may incur, by reason of any misrepresentation by Buyer or any breach of any of Buyer’s warranties or covenants. Buyer’s indemnity and hold harmless obligations shall survive ▇▇▇ ▇▇▇ as provided in this paragraph. Any claim for a breach of Buyer’s representations and warranties must be made in writing within one (1) year following ▇▇▇, and, if not resolved within thirty (30) days following such claim, a claim must be brought in a court of competent jurisdiction within one (1) year and thirty (30) days following ▇▇▇.

Buyer’s Representations, Warranties and Covenants. Buyer represents and warrants to the Seller that: