PURCHASER'S ASSURANCES Sample Clauses

PURCHASER'S ASSURANCES. Purchaser represents, warrants and certifies to and for the benefit of Seller that it has taken, and shall continue to take until the Closing or any earlier termination of this Agreement, such measures as are required by applicable Law to assure that the funds used to pay all or any portion of the Purchase Price originate: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and, to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.
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PURCHASER'S ASSURANCES. 19.1 The Purchaser hereby represents and warrants and undertakes that:
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PURCHASER'S ASSURANCES. 9.1 The Purchasers warrant to the Vendor (for itself and in each case as trustee for and/or as agent for and on behalf of each other member of the Xxxxx Group) and, for the benefit of, each other member of the Xxxxx Group that the Purchasers has or have the necessary corporate power and authority and all authorisations approvals consents and licences required by the Purchasers have been unconditionally and irrevocably obtained and are in full force and effect to permit the Purchasers to enter into and perform this Agreement and this Agreement has been duly authorised by the Purchasers and constitutes a valid and binding obligation of each of them.
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Related to PURCHASER'S ASSURANCES

  • Purchaser’s Compliance Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

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