Purchaser Representations, Warranties and Covenants Sample Clauses
The "Purchaser Representations, Warranties and Covenants" clause sets out the specific promises and assurances made by the buyer in a transaction. It typically requires the purchaser to confirm facts such as their authority to enter the agreement, their financial capacity, and compliance with relevant laws, as well as to commit to certain actions or refrain from others both before and after closing. This clause is essential for providing the seller with confidence that the buyer is legitimate and capable, and it helps allocate risk by making the purchaser legally responsible for the truthfulness of their statements and the fulfillment of their obligations.
Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenants, represents and warrants that:
(a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws.
(b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity.
(c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement.
(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans.
(e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditors.
(f) No consent, approval, authoriza...
Purchaser Representations, Warranties and Covenants. The Purchaser represents and warrants to the Vendors as representations and warranties which are true and correct as of the date hereof that:
4.1 The Purchaser is a resident of Nevada for matters relating to jurisdiction of taxation. The Purchaser is a non-reporting public company duly incorporated under the laws of Nevada, validly existing, and is in good standing to carry on business in its intended place(s) of business.
4.2 There is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of the Purchaser threatened against or affecting the Purchaser at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency. Share Purchase Agreement, December 10, 1997
4.3 The Purchaser holds all permits, licenses, and consents issued by any Federal, Provincial, Regional or Municipal Government or Agency thereof which are necessary or desirable in connection with the operations of the Company.
4.4 The performance of this agreement will not be in violation of the Memorandum or Articles of the Purchaser or of any agreement to which the Vendors are a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Purchaser and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of the Purchaser.
4.5 The business of the Purchaser now and until the Closing Date will be conducted and maintained in the manner which is normal for that business.
4.6 The Purchaser is not aware of any adverse claim or claims which may affect title to or exclusive possession and use of the assets of the Purchaser.
4.7 The representations, warranties, covenants and agreements by the Purchaser in this Agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the transaction contemplated hereby shall be true at and as of the time of closing as though such representations and warranties were made at and as of such time. Notwithstanding any investigations or enquiries made by the Vendors prior to closing or the waiver of any condition by the Vendors, the representations, warranties, covenants and agreements of the Purchaser shall survive the Closing Date and notwithstanding the closing of the purchase and sale herein provided fo...
Purchaser Representations, Warranties and Covenants. In connection with the purchase of the Shares, the Purchaser represents and warrants to the Company as follows:
4.1 The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. The Purchaser is purchasing these securities for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”). The Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
4.2 The Purchaser understands that the securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this regard, the Purchaser understands that, in view of the Securities and Exchange Commission (“Commission”), the statutory basis for such exemption may not be present if the Purchaser’s representations meant that the Purchaser’s present intention was to hold these securities for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future.
4.3 The Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. The Purchaser understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.
4.4 The Purchaser is aware of the adoption of Rule 144 by the Commission, promulgated under the Securities Act, which permits limited public resale of securities acquired in a non-public offering subject to the satisfaction of certain conditions.
4.5 The Purchaser further acknowledges that in the event all of the requirements of Rule 144 are not met, compliance with Regulation A or some other registration exemption will be required; and that altho...
Purchaser Representations, Warranties and Covenants. The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the Company Parties that:
Purchaser Representations, Warranties and Covenants. Each Purchaser represents and warrants, severally, not jointly, to Napo as of the Initial Closing and each Subsequent Closing that:
Purchaser Representations, Warranties and Covenants. Each Purchaser hereby represents and warrants to the Company as follows:
(a) Such Purchaser has received or been given access to copies of the following:
(i) the Company’s registration statement on Form S-3 filed with the Commission on December 19, 2005, as amended by Form S-3/A filed with the Commission on March 3, 2006, as amended by Amendment No. 2 to Form S-3 filed with the Commission on May 9, 2006;
(ii) the Company’s current report on Form 8-K dated January 22, 2006 filed with the Commission on January 26, 2006;
(iii) the Company’s current report on Form 8-K dated February 22, 2006 filed with the Commission on February 22, 2006;
(iv) the Company’s current report on Form 8-K dated March 8, 2006 filed with the Commission on March 14, 2006;
(v) the Company’s current report on Form 8-K dated March 21, 2006 filed with the Commission on March 22, 2006;
(vi) the Company’s current report on Form 8-K dated April 3, 2006 filed with the Commission on April 7, 2006;
(vii) the Company’s current report on Form 8-K dated April 21, 2006 filed with the Commission on April 26, 2006;
(viii) the Company’s current report on Form 8-K dated May 15, 2006 filed with the Commission on May 16, 2006;
(ix) the Company’s current report on Form 8-K dated May 19, 2006 filed with the Commission on May 22, 2006;
(x) the Company’s current report on Form 8-K dated May 22, 2006 filed with the Commission on May 23, 2006;
(xi) the Company’s annual report on Form 10-K for the year ended December 31, 2005 filed with the Commission on March 21, 2006;
(xii) the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 filed with the Commission on May 15, 2006;
(xiii) the Company’s current report on Form 8-K dated June 12, 2006 filed with the Commission on June 13, 2006;
(xiv) the Confidential Memorandum; and
(xv) the P▇▇▇▇ Acquisition Agreement attached hereto as Exhibit I. Such Purchaser represents to the Company that such Purchaser has had access to such financial and other information and has had the opportunity to ask questions and receive answers as it deemed necessary in respect of the decision to purchase the Securities it is purchasing hereunder (or, if such Purchaser is a Series E Holder, the decision to participate in the Conversion under Article 6 hereof), and has consulted with his or its own advisors concerning the proposed investment in the Company. Such Purchaser understands that an investment in the Company involves a high degree of risk for the reasons, amo...
Purchaser Representations, Warranties and Covenants. Purchaser hereby represents, warrants and covenants to Andrx as follows:
(a) Purchaser is properly registered, licensed and qualified, and has all requisite power and authority under its organizational documents and in accordance with the Laws of the Territory to market and sell the Products, and to conduct its business and perform its obligations hereunder and, during the Term of this Agreement and the Quality Assurance Agreement and any extensions thereof, it shall take all action as may be * filed under application for confidential treatment required and necessary to obtain and keep current any governmental licenses, permits, registrations and approvals that are necessary or advisable for it to carry out its activities hereunder;
(b) Purchaser shall carry out its obligations and activities under this Agreement and the Quality Assurance Agreement in accordance with: (i) the terms of this Agreement and the Quality Assurance Agreement, and (ii) all applicable Laws.
Purchaser Representations, Warranties and Covenants. The Purchaser hereby represents and warrants to the Company that:
Purchaser Representations, Warranties and Covenants. Purchaser represents, warrants and covenants that (i) the Specifications shall be in conformance with Applicable Laws and the regulatory applications, (ii) Purchaser is responsible for ultimately determining (with Supplier’s reasonable assistance) that the Products, and all label information, including efficacy claims and all ingredient and consumer information, comply with Applicable Laws, (iii) Purchaser shall determine if any warnings on the Products are required under The Safe Drinking Water and Toxic Enforcement Act of 1986, California Health & Safety Code Sections 25249.5 et seq. (“Proposition 65”) and, if so, Purchaser shall supply labels including legally compliant warnings, and (iv) all Products shall be stored, marketed, and distributed in compliance with all Applicable Laws. In the event Purchaser proposes changes to the Specifications, Purchaser shall, as soon as commercially practicable, advise Supplier of such proposed changes. Supplier shall inform Purchaser within ten (10) business days after receipt thereof as to any scheduling, quality or Manufacturing concerns or price adjustments that may reasonably result from such changes. In the event that Supplier wishes to propose any material change to the Manufacturing process or the Specifications, it shall provide all relevant details related to such proposed change for review by Purchaser, but shall not implement any such change prior to Purchaser’s approval, which approval Purchaser shall not reasonably withhold or delay, and any necessary approval by the Applicable Regulatory Agency.
Purchaser Representations, Warranties and Covenants. The Purchaser makes (and is deemed to make) the representations, warranties and covenants below in accordance with the Agreement: