Buyer’s Warranties and Representations Sample Clauses

Buyer’s Warranties and Representations. In addition to the representations and warranties contained elsewhere in this Agreement, Buyer hereby makes the following representations and warranties to Seller:

Buyer’s Warranties and Representations. 4.9.1 Buyer hereby represents and warrants to Seller that the following statements are true and correct as of the date of this Agreement, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Seller’s obligations under this Agreement; A. The Purchase of the Project Property will be authorized by appropriate action of Buyer. B. The person(s) who have executed this Agreement and other instruments required under this Agreement on behalf of Buyer have been, or will be, duly authorized to execute the same. C. Buyer has formed a special purpose entity in the form of a limited liability company or a limited liability partnership under the laws of Nevada to own the Property (“Company”). Buyer shall assign its position in the escrow to said Company. Buyer warrants that it will maintain a majority of the management interest in the Company.

Buyer’s Warranties and Representations. Buyer covenants, warrants and represents as follows:

Buyer’s Warranties and Representations. Buyer hereby represents and warrants to Seller that (a) Buyer and any entity to which Buyer may assign this Agreement pursuant to Section 7.4 below have, and as of the Closing Date shall have, full power and lawful authority to enter into and carry out the terms and conditions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and (b) all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Buyer or its assignee have been taken.

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

Buyer’s Warranties and Representations. Buyer hereby represents and warrants to Sellers that the following are true: (a) As of the date of this Agreement (i) Buyer is a duly formed and validly existing corporation under the law of the state of its formation and in good standing under the laws of the state of its formation and Buyer has the full right, authority and power to enter into this Agreement, and each of the individuals executing this Agreement on behalf of Buyer is authorized to do so, and this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms; (ii) Buyer's execution and delivery of this Agreement do not and will not result in any violation of, or default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which Buyer is a party or by which Buyer is bound; and (iii) There is no litigation, investigation or proceeding pending or, to the best of Buyer's knowledge, contemplated or threatened against Buyer, which would impair or adversely affect Buyer's ability to perform its obligations under this Agreement or any other instrument or document related hereto. (b) As of the expiration of the Due Diligence Completion Date, (i) Buyer will have the full right, authority and power to consummate the transactions contemplated herein and to perform its obligations hereunder and under those documents and instruments to be executed by it at the Closing; and (ii) There will be no litigation, investigation or proceeding pending or, to the best of Buyer's knowledge, contemplated or threatened against Buyer, which would impair or adversely affect Buyer's ability to perform its obligations under this Agreement or any other instrument or document related hereto.

Buyer’s Warranties and Representations. The matters set forth in this Section 9.2 constitute representations and warranties by Buyer that are now and shall, at the Closing, be true and correct.

Buyer’s Warranties and Representations. Buyer hereby represents and warrants to Seller that (a) Buyer has and as of the Closing Date shall have, full power and lawful authority to enter into and carry out the terms and conditions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, (b) all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Buyer or its assignee have been taken, and (c) Buyer has received no written notice of any threatened or pending litigation which would materially and adversely affect Buyer's capacity to perform under this Agreement.

Buyer’s Warranties and Representations. Buyer hereby represents and warrants to Seller as follows, each of such representations and warranties to survive Closing: 5.3.1 Buyer and any entity to which Buyer may assign this Agreement pursuant to Section 10.3 have, and as of the Closing Date shall have, full power and lawful authority to enter into and carry out the terms and conditions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement. Buyer and any entity to which Buyer may assign this Agreement pursuant to Section 10.3 have taken all action necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Buyer or such entity. 5.3.2 Any entity to which Buyer may assign this Agreement pursuant to Section 10.3 shall be duly organized, validly existing and in good standing under the laws of the state of its formation and the states in which the Property is located. Buyer has sufficient funds available or expects to have sufficient funds available to consummate the transaction contemplated in this Agreement. The execution and performance of this Agreement will not violate any law or regulation to which Buyer is subject. No authorizations or approvals, whether of governmental bodies or otherwise, will be necessary to enable Buyer to enter into or to comply with the terms of this Agreement. 5.3.3 Buyer has no knowledge of the breach of any representation or warranty by Seller or of any other information, condition or circumstance that would excuse Buyer from the timely performance by Buyer of its obligations hereunder. If before the Closing Date, Buyer discovers any such breach, information, condition or circumstance that would excuse Buyer from the timely performance by Buyer of its obligations hereunder, Buyer shall give Seller prompt written notice of such breach, information, condition or circumstance. 5.3.4 Buyer has had and anticipates continuing to have the opportunity to make all inspections and investigations of the Property that Buyer deems necessary or desirable to protect its interests in acquiring the Property including, without limitation, environmental audits and assessments, toxic reports, soils and geologic reports, engineering and structural tests, surveys, investigation of land use and development rights, development restrictions and conditions that are imposed by governmental entities, insurance contracts, governmental agreements and approval...

Buyer’s Warranties and Representations. Buyer warrants and represents to Seller, its successors and assigns, that the following representations and warranties are true and correct in all material respects, and shall be deemed remade at and as of the Closing Date: