BUYER REPRESENTS Sample Clauses

BUYER REPRESENTS. WARRANTS AND ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS BUYING IT ON AN “AS IS - WHERE IS" BASIS WITH ALL FAULTS. WHILE SELLER BELIEVES THAT THE QUANTITY, WEIGHT, SIZE AND OTHER DESCRIPTIONS OF THE PROPERTY ARE ACCURATE, SELLER NEITHER REPRESENTS NOR WARRANTS THAT THE PROPERTY CONFORMS TO SAME AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS THEREIN. SELLER COVENANTS THAT THE PROPERTY IS FREE AND CLEAR OF LIENS AND ENCUMBRANCES, BUT OTHERWISE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING, WITHOUT LIMITATION, AS TO THE CONDITION OF THE PROPERTY OR ITS FITNESS FOR ANY PURPOSE. BUYER SHALL HAVE NO RECOURSE AGAINST SELLER IF ANY DEFECTS OF ANY KIND, LATENT OR PATENT ARE DISCOVERED. BUYER EXPRESSLY WAIVES ALL RIGHTS OF RETURN OF THE PROPERTY.
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BUYER REPRESENTS. 2 (a) That it is a corporation duly organized and existing under the laws of the state of Nevada with an amendment pending authorizing its capital stock to consist of 40,000,000 shares of common stock of par value of $.001 per share, all having full voting power, of which approximately 6,100, 000 shares have been duly issued and are outstanding full paid and non-assessable; and 10,000,000 shares of preferred stock of par value of $.001 per share, consisting of Class A and Class B convertible shares, designations and preferences to be filed with the Secretary of State of Nevada as more particularly set forth in Attachment B hereto, of which no shares have been issued at this time. 2 (b) That the common shares of Buyer deliverable pursuant to this agreement will be shares of common stock of the same class of common stock presently issued and outstanding, which shares Buyer shall have full and lawful authority to deliver, and when so delivered to Selling Shareholders, will have full and equal voting rights and will be fully paid and non-assessable and will represent 3,000,000 shares of issued and outstanding stock of the Buyer after this plan of reorganization takes place. 2 (c) That in acquiring the shares of stock of Sellers hereunder, Buyer is acquiring the same for purposes of investment only with no present intention of selling or otherwise marketing or distributing them. 2 (d) In regards to the stock of Buyer, Buyer acknowledges all rights to the stock are vested exclusively in the common and Class A Preferred stock, 3,000,000 shares of which are being issued to the Selling Shareholders, together with 1,000,000 shares of Class A Convertible Preferred Stock, pursuant to this plan of reorganization. 2 (e) The balance sheet as of the 31st day of December, 2001, a copy of which including company notes have been previously delivered to Sellers, had been prepared from the books and records of the Buyer and fairly represent the financial condition to Buyer as of such date. 2 (f) The Buyer is duly qualified and entitled to its respective properties and to carry on its business all as and in the places where such properties are now owned or such business is conducted. 2 (g) The Buyer is not a party to any pending or threatened litigation which might adversely affect the financial condition, business or properties of Buyer, or interfere with any manufacturing or sale of its products, nor to the knowledge of Buyers' shareholders is there any threatened or pending ...
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BUYER REPRESENTS. THAT IT IS A SUPPLIER TO ITSELF AND THAT IT HAS BEEN INVITED TO PARTICIPATE IN THE USE OF THE SERVICE INTERNALLY BY AN AUTHORIZED REPRESENTATIVE OF THE BUYER. and (3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE ON BEHALF OF AUTHORIZED USER TO BE BOUND BY THEM.
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BUYER REPRESENTS. THAT BUYER IS CONTRACTUALLY FREE TO ENTER INTO THIS AGREEMENT AND TO PERFORM HEREUNDER AND SHALL INDEMNIFY, DEFEND AND SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ALL DAMAGES SELLER MAY SUFFER IF SUCH BUYER’S REPRESENTATION IS ALLEGED TO BE, OR IS NOT, CORRECT.
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BUYER REPRESENTS. The Buyer has consulted with his or her legal and tax advisors regarding any legal or tax consequences with respect to entering into an Assignment Agreement. The Buyer's attorney has completely explained the terms of the Assignment Agreement to the Buyer. The Buyer has read the Assignment Agreement and fully understands, and voluntarily accepts, the terms of the Assignment Agreement. Buyer understands that MACI and Metropolitan Tower Life Insurance Company do not provide tax advice and cannot guarantee tax results.
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Related to BUYER REPRESENTS

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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