Buyer Representations, Warranties and Covenants Sample Clauses

Buyer Representations, Warranties and Covenants. Buyer represents, warrants and covenants that:
Sample 1
AutoNDA by SimpleDocs
Buyer Representations, Warranties and Covenants. Each Buyer represents and warrants to the Company for itself and for no other Buyer that as of the date hereof and as of the Closing applicable to such Buyer (unless as of a specified date therein):
Sample 1
Buyer Representations, Warranties and Covenants. Buyer hereby represents, warrants, and covenants that it intends to, and shall at all times during the effectiveness of this Contract, use and occupy the Property for recreational, noncommercial purposes only. Accordingly, Buyer hereby represents and covenants that Buyer will not during any time of the effectiveness of this Contract a) use or occupy the Property for any residential or commercial purpose whatsoever, b) use or occupy the Property for any purpose that would qualify any amounts lent under this Contract as a “residential mortgage loan” as that term is defined in ORS 86A.200, or Regulation G, Regulation X, or Regulation Z of the SAFE act, or any similar or succeeding statute, law, ordinance, or rule, or c) allow any third party to do any of the foregoing. Buyer’s misrepresentation or default under any representation, warranty, or covenant given under this Article is material to this Contract and shall deemed a default under Article 13 herein.
Sample 1
Buyer Representations, Warranties and Covenants. Buyer further represents, warrants and covenants as follows: (i) it is duly and solely organized, validly existing and in good standing under the laws of its state of organization; (ii) the execution, delivery and performance by Buyer of this Agreement and all other related instruments and documents will not violate any governmental statute or regulation, or conflict with or result in any breach, default or violation of the organizational documents of Buyer or any judgment, order or decree to which Buyer or its property is subject; (iii) the execution, delivery and performance by Buyer of this Agreement and all other related instruments and documents have been duly authorized by all necessary organizational action; (iv) Buyer shall furnish Siemens with (and cause any Guarantor to furnish) its annual and such interim financial statements as Siemens shall request, certified and audited (if available), together with officer’s certificates, opinions of counsel, resolutions and such other information and docum ents as Siemens may reasonably request; (v) all financial statements and other related financial information furnished by Buyer or any Guarantor shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly present, in all material respects, Buyer’s and any Guarantor’s financial position and results of its operations as of the dates given on such statements; (vi) this Agreement and the terms and conditions herein are enforceable in accordance with their terms, shall be effective against all creditors of Buyer under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; and all information (taken as a whole) furnished by or on behalf of Buyer in connection with this Agreement is, and shall be, true and accurate in all material respects on the date such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect; (vii) there are no pending or threatened actions or proceedings before any court, administrative agency or other dispute resolution forum that could have a material adverse effect on Buyer, this Agreement or the transactions hereunder; and (viii) Buyer shall provide Siemens with written notice at least thirty (30) days prior to changing its legal name, address, identity, state of organization, organizational structure, organ...
Sample 1
Buyer Representations, Warranties and Covenants. The representations and warranties of the Buyer to the Company and the Sellers contained in Article IV above (i) that are qualified as to Buyer Material Adverse Effect will be true and correct when made (or subsequently cured) and as of the Closing Date except for changes contemplated by this Agreement and those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date) and (ii) that are not qualified as to Buyer Material Adverse Effect will be true and correct when made (or subsequently cured) and as of the Closing Date (disregarding any other materiality qualifiers) except for changes contemplated by this Agreement and those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date), and except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Buyer Material Adverse Effect. All of the covenants to be complied with and performed by Buyer on or before the Closing Date will have been duly complied with and performed in all material respects.
Sample 1
Buyer Representations, Warranties and Covenants. Buyer represents and warrants to Seller that the following statements are as of the date hereof and at each Delivery true and accurate:
Sample 1
Buyer Representations, Warranties and Covenants. The representations and warranties of Buyer to the Seller Parties contained in Article V above (as modified by the Buyer Disclosure Schedules) shall be true and correct as of the Closing Date, except (i) for changes contemplated by this Agreement, (ii) those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date), and (iii) where the failure of such representations and warranties to be true and correct (disregarding any qualifications as to materiality or Buyer Material Adverse Effect), would not reasonably be expected to have a Buyer Material Adverse Effect. All of the covenants to be complied with and performed by Buyer on or before the Closing Date will have been duly complied with and performed in all material respects.
Sample 1
AutoNDA by SimpleDocs
Buyer Representations, Warranties and Covenants 
Sample 1

Related to Buyer Representations, Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.