BUYER'S REPRESENTATIONS AND COVENANTS Sample Clauses
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BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows:
(i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights;
(ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares;
(iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America;
(iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");
(v) Buye...
BUYER'S REPRESENTATIONS AND COVENANTS. All representations and warranties made by Buyer in this Agreement or any certificate or other writing delivered by Buyer or any of its Affiliates pursuant hereto or in connection herewith shall survive the Closing until the 540th day after the Closing Date, except that Company or Seller claims pending on such date shall continue until resolved. The covenants and other agreements made by Buyer in this Agreement or any certificate or other writing delivered by the Buyer pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company or Seller until the expiration of the applicable statute of limitations.
BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents and warrants to Seller that as the date hereof:
BUYER'S REPRESENTATIONS AND COVENANTS. Buyer warrants and represents to Seller that Buyer:
(i) Is qualified to do business in the State of New Mexico or will be qualified to do business in New Mexico when the application is filed with the AGD.
(ii) Will use reasonable efforts to pursue the application for transfer of ownership and location in a diligent and timely manner and comply with all reasonable requirements of State and Municipal hearing officers.
(iii) Will pay the purchase price at Closing as provided by paragraph 2.
(iv) Will, after Closing, comply with all terms of the Promissory Note, the Security Agreement and the Premises Lease.
BUYER'S REPRESENTATIONS AND COVENANTS. BUYER represents and warrants to SELLER as follows:
(i) BUYER is not a "U.S. Person" as defined by Rule 902 of Regulation S, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act. BUYER is an Accredited Investor within the definition of Regulation D as promulgated by the Securities and Exchange Commission;
(iii) No offer to purchase the Debentures was made in the United States;
(iv) BUYER is either (a) purchasing the Debentures for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has made the representations contained in Exhibit B hereto;
(v) All subsequent offers and sales of the Debentures or the Common Shares will be made (a) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Debentures or the Common Shares under the Securities Act, or (c) pursuant to an exemption from such registration. BUYER understands the conditions of the exemption from registration afforded by Section 4(1) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. In any case, BUYER will not resell the Debentures or the Common Shares to U.S. Persons or within the United States until after the end of the forty-five (45) day period commencing on the date of completion of the Offering (the "Restricted Period");
(vi) BUYER has no existing short position with respect to the common stock of SELLER and agrees not to enter into any short sales or other hedging transactions with respect to the common stock of SELLER at any time after the execution of this Agreement by BUYER and prior to the date on which BUYER files a notice of conversion with SELLER. BUYER further agrees that, at all times after the execution of this Agreement by BUYER and prior to the date on which the Debentures become convertible, it will keep its purchase of the Debentures or the Common Shares confidential, except as required by law and except as necessary in the ordinary course of BUYER's business;
(vii) BUYER understands that the Debentures are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that SELLER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of BUYER set forth herein in ord...
BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller the following, as of the Effective Date and as of the Closing Date:
5.2.1 Buyer has the requisite power and authority to execute, deliver and perform this Agreement. This Agreement and the other associated documents executed by Buyer constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. At and as of the Effective Date, no authorization, consent or approval of, or notice to, any governmental entity or other Person is required to be obtained or given in connection with the execution and delivery of this Agreement by Buyer or the performance of any of Buyer’s obligations hereunder. At and as of the Closing, no authorization, consent or approval of, or notice to, any governmental entity or other Person shall be required to be obtained or given in connection with the performance of any of Buyer’s obligations hereunder.
5.2.2 Neither the execution and delivery of this Agreement by Buyer, nor performance of any of its obligations under this Agreement, nor consummation of the transactions contemplated in this Agreement, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
5.2.3 Buyer has or will on the Closing Date have all funds necessary to consummate the transactions contemplated by this Agreement.
5.2.4 To Buyer’s actual knowledge (without inquiry or investigation) there is no pending litigation, administrative proceeding, or other legal or governmental action which would prevent Buyer from performing its obligations in accordance with the terms of this Agreement. Buyer will cooperate with Seller and shall supply Seller such information and representations as may be requested by Seller to confirm these representations.
BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents to Seller and covenants that:
(a) Buyer will have the Puppy spayed or neutered within one year of the date of this Agreement or puchase breeding rights form seller at the cost of
(b) The Puppy will reside with Buyer as a companion pet to Buyer and Buyer’s family, if any.
(c) Buyer will keep the Puppy in an enclosed area of adequate size, and will not allow the Puppy to roam at will. Buyer will not keep the Puppy chained or tethered or permanently house the Puppy in a kennel.
(d) Buyer will provide the Puppy with nutritious food and necessary veterinary care, including de-worming heartworm prevention, and regular vaccinations (including rabies).
(e) Buyer is not acting as an agent for any other person or business in the purchase of the Puppy.
(f) Buyer will not sell, give, lease, or otherwise transfer ownership of the Puppy to a pet shop, retail store, dog dealer, animal testing facility, research facility, or an agent or employee for any such business or facility.
(g) In the event Buyer sells or otherwise transfers ownership of the Puppy to a new
BUYER'S REPRESENTATIONS AND COVENANTS. The representations, warranties, covenants and performance obligations of Buyer in this Agreement and the other documents executed at Closing, and all covenants, assumptions, and indemnities set forth in this Article XV shall survive the Closing indefinitely.
BUYER'S REPRESENTATIONS AND COVENANTS. All representations and warranties made by Buyer in this Agreement or any certificate or other writing delivered by Buyer or any of its Affiliates pursuant hereto or in connection herewith shall terminate at 11:59 p.m. on the 183rd day after the first Closing Date Anniversary, except that any Seller’s Indemnification Claims pending on such date shall continue until resolved. The covenants and other agreements made by Buyer in this Agreement or any certificate or other writing delivered by Buyer pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company or Sellers prior to the Closing until the expiration of the applicable statute of limitations.