Warranties and Representations of Buyer Clause Examples

Warranties and Representations of Buyer. Buyer warrants and represents to Seller as follows: (a) Buyer is acquiring the Shares for its own account and not with a view to their distribution (within the meaning of Section 2(11) of the Securities Act of 1933 (the “Securities Act”)). Buyer is aware of the restrictions on transfer applicable to the Shares under federal and state securities laws and regulations and that the Company is under no obligation to register the Shares under the Securities Act. (b) Buyer has full power and authority to execute and to deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Warranties and Representations of Buyer. In order to induce the Seller to enter into this Agreement and to complete the transaction contemplated hereby, Buyer warrants and represents to the Seller that:

Warranties and Representations of Buyer. Buyer hereby warrants and represents to Seller, which warranties and representations shall survive the Closing for a period of three (3) years following Closing as follows:

Warranties and Representations of Buyer. 6.1 Buyer represents and warrants to Seller that the following statements are true. In the event that any of the following representations and warranties are not true on the date of Closing, Seller, at Seller’s option, shall have the right to terminate this Agreement. In the event of such termination, all Xxxxxxx Money (less the Contract Consideration) shall be paid over to Seller and thereafter no one will have any further obligations or liabilities under this Agreement. Buyer shall certify to Seller at closing either (i) that all of such representations and warranties are true, or (ii) indicate which are not true as of the closing date. (a) Buyer has the full right, power, and authority to enter into and perform its obligations under this Agreement. (b) Buyer has been advised in writing that Buyer should have an abstract covering the Property examined by an attorney of Buyer’s own selection or that Buyer should be furnished with or obtain a policy of title insurance. (c) Buyer is not subject to any legal or administrative proceeding, debt structure or other agreement which would prevent Buyer’s full and timely performance of its obligations hereunder. (d) Buyer is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports and studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof made by Buyer or at Buyer’s direction.

Warranties and Representations of Buyer. Buyer hereby warrants and represents to Seller that it is in existence and in good standing and that it has full power and legal authority to enter into this Agreement for the purchase of the Property. Buyer further warrants and represents that neither its execution of this Agreement nor the consummation of the transaction contemplated by this Agreement will result in a breach of, or violation of, any agreement or covenant to which Buyer is signatory or is otherwise bound.

Warranties and Representations of Buyer. Buyer hereby warrants and represents as of the Effective Date and as of the Closing Date to, and covenants and agrees with, Seller as follows:

Warranties and Representations of Buyer. Buyer warrants and represents to the Elcom Group: 4.1. Buyer is a duly organized and a validly existing Virginia corporation in corporate and tax good standing in every jurisdiction where its business so requires. Buyer has obtained all necessary corporate approvals for the execution and performance of each of this Agreement and the Ancillary Documents and has full legal right and power so to do. Each of this Agreement and the Ancillary Documents has been duly executed and delivered by Buyer and is its valid and binding obligation, enforceable in accordance with its terms. The execution and performance of each of this Agreement and the Ancillary Documents does not and will not violate or constitute a default under any agreement, charter, bylaw, court order, judgement or injunction to which Buyer is a party or by which it is bound. 4.2. Each of this Agreement and the Ancillary Documents is the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms. 4.3. Buyer has no written or oral agreement with any broker or finder requiring any payment in connection with this Agreement. 4.4. No governmental approval or other consent or corporate action is required to be obtained or made by the Buyer in connection with the execution and delivery of this Agreement or the Ancillary Documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby.

Warranties and Representations of Buyer. 5.1 Buyer hereby warrants and represents that Buyer is·an entity which is duly organized, validly existing and in good standing under the laws of the state of its organization. Buyer will, prior to Closing, be authorized to transact business in the state in which the Shopping Center is located. Buyer has full power and authority to enter into and perform this Agreement in accordance with its terms.

Warranties and Representations of Buyer. Xxxxx makes to Seller the following representations and warranties, which shall be as true as of the date hereof and unless otherwise noted, as of the Closing: