BUYER REPRESENTS Clause Samples

The "Buyer Represents" clause sets out the statements and assurances made by the buyer regarding their authority, capacity, and intent to enter into the agreement. Typically, this clause requires the buyer to confirm that they have the legal right to purchase, that all necessary approvals have been obtained, and that no undisclosed impediments exist. By including these representations, the clause helps ensure that the seller can rely on the buyer's commitments, reducing the risk of disputes or failed transactions due to misrepresentation or lack of authority.
POPULAR SAMPLE Copied 1 times
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.
View SourceView Similar (3)
BUYER REPRESENTS. 2 (a) That it is a corporation duly organized and existing under the laws of the state of Nevada with an authorized capital stock consisting of 50,000,000 shares of common stock of par value of $.001 per share, all having full voting power, of which approximately 25,000,000 shares have been duly issued and are outstanding full paid and non-assessable. 2 (b) That the 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 12,000,000 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 stock, 12,000,000 shares of which are being issued to the Selling Shareholders, pursuant to this plan of reorganization. 2 (e) The balance sheet as of the 31st day of March, 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 governmental investigation involving Buyer or any of its products, including inquiries, citations or complaints by any federal governmental agency or any federal, state or local administration; there are no outstanding orders, decrees or stipulations affecting Buyer or any of its products or previous work done. 2 (h) That all returns for income taxes, surtaxes and excess profit taxes of Buyer for all prior periods up to and includin...
View SourceView Similar (2)
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.
View Source
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.
View Source
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.
View Source

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: