Representation and Warranty of the Buyer Sample Clauses

Representation and Warranty of the Buyer. The Buyer represents and warrants to the Seller that the Buyer understands that the Purchased Units have not been registered under the Securities Act of 1933, as amended (the “Act”), and that the Purchased Units may not be sold, transferred or otherwise disposed of, without registration under the Act and any other applicable state securities laws (“Other Securities Laws”), or pursuant to an exemption therefrom. The Buyer is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Act. The Buyer has substantial experience in evaluating investments such as the Purchased Units and is capable of evaluating the merits and risks of an investment in the Purchased Units. The Buyer is acquiring the Purchased Units for its own account for investment and not with a view to the resale or distribution of any part thereof within the meaning of the Act or any Other Securities Laws.
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Representation and Warranty of the Buyer. The Buyer represents and warrants to the Seller as follows: (a) the Buyer has full legal right, requisite corporate power and authority to execute this Agreement, and to perform its obligations hereunder; (b) the audited financial statements for CNL Plaza for the fiscal years ended December 31, 2004 and 2005 have been made available to Seller, and the unaudited financial statements for CNL Plaza for the quarters ended subsequent to December 31, 2005 and prior to the date hereof have been made available to Seller (or, in the case of unaudited financial statements for quarters ending after the date of this Agreement and before the Closing, will be made available as soon as they are completed by Buyer); and the monthly operating reports for CNL Plaza for calendar months subsequent to December 31, 2005 have been made available to Seller (or, in the case of monthly operating reports for calendar months ending after the date of this Agreement and before the Closing, will be made available as soon as they are completed by Buyer); each of the balance sheets contained therein fairly presents, or will fairly present, as the case may be, in all material respects, the financial position of CNL Plaza, as of its date, and each of the statements of income and changes in capital stock and cash flows or equivalent statements contained therein (including any related notes and schedules thereto) fairly presents, or will fairly present, as the case may be, in all material respects, the results of operations, changes in capital stock and changes in cash flows of CNL Plaza, for the periods to which they relate, in each case in accordance with generally accepted accounting principles as used in the United States of America consistently applied during the periods involved; and each monthly operating report has been prepared, or shall be prepared (as the case may be), in good faith based on reasonable assumptions and in accordance with the books and records of CNL Plaza (which are complete and correct in all material respects and have been maintained in accordance with customary business practices); (c) with respect to other information delivered by the Buyer to the Seller in connection with this Agreement, including all information provided to Seller in a letter from Buyer, dated July 12, 2006 (the “Option Request Letter”), the Buyer prepared such information in good faith based on reasonable assumptions and, to the extent such information was prepared based upon or derived from ...
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Representation and Warranty of the Buyer. The Buyer has full power and authority as a Louisiana limited liability company to execute and deliver this Agreement and all other Transaction Documents to be executed and delivered by the Buyer and to consummate the transactions contemplated hereby and thereby. The Members of the Buyer have duly and validly approved this Agreement and the transactions contemplated hereby, and have authorized the execution and delivery of this Agreement. No other proceedings on the part of the Buyer are necessary to consummate the transactions contemplated hereby. This Agreement when executed, will constitute the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). As used in this Agreement, “Transaction Documents” shall mean this Agreement and all documents to be executed and delivered by the Buyer or the Seller and Buyer in connection with the transactions contemplated by this Agreement.
Sample 1
Representation and Warranty of the Buyer. The Buyer will not register any transfer of the WCN Common Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents the Buyer from refusing to register securities transfers, other reasonable procedures will be implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.
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Related to Representation and Warranty of the Buyer

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

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