Representation of Buyer. It is expressly understood that The Xxxxx Law Firm, LLC represents Seller in connection with this transaction. In the event of any disputes as to which party is entitled to the Deposit or in the event any disagreement shall arise as a result of this Agreement or the transaction contemplated hereby, the Escrow Agent shall not be excluded from representing the Seller by virtue of its serving as Escrow Agent pursuant to this Agreement. In any action arising out of this Agreement, Xxxxx shall not object to, or request the disqualification of, The Xxxxx Law Firm, LLC as counsel for Seller because it is also acting as Escrow Agent hereunder.
Representation of Buyer. BUYER hereby represents and warrants to SELLER that:
(A) BUYER is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, and is duly qualified to transact business as a foreign corporation, and is in good standing under the laws of the states in which it is currently or hereafter required to be so qualified.
(B) This Agreement has been duly executed and delivered by BUYER and constitutes the legal, valid, and binding obligation of BUYER enforceable against BUYER in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.
Representation of Buyer. The Buyer represents to the Seller as follows:
(a) The Buyer has the legal authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary legal actions (including any consent of stockholders required by law or by its charter documents if necessary) to authorize the execution, delivery or performance of this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Seller and countersigned by the Buyer, will constitute Buyer's legal, valid and binding obligations in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or similar laws affecting creditors' rights or general equity principles. The representations made in this Section 4 are continuous representations and shall survive the date hereof.
Representation of Buyer. Buyer has taken all corporate action necessary to duly authorize the transactions contemplated by this Agreement and has all requisite power and authority to enter into this Agreement and to perform all of its obligations under this Agreement. Buyer is not a party to, subject to, or bound by any mortgage, deed of trust, loan agreement, security agreement, lien, or other agreement or instrument of any kind, or any judgment, order, writ, or injunction or decree of any court or governmental body that conflicts with Buyer’s obligations under this Agreement or that will prohibit, prevent, or affect the carrying out of the transactions contemplated by this Agreement or the performance by Buyer of any obligations hereunder.
Representation of Buyer. The representations and warranties of Buyer contained in this Agreement shall have been true and correct on the date such representations and warranties were made, and shall continue to be true and correct in all material respects at the time of the Closing.
Representation of Buyer. A Buyer’s Broker (or “Cooperating Broker”) represents only the Buyer and has Fiduciary Duties as well as other duties imposed by ADRE in dealings with Buyer. Buyer’s Broker may receive Compensation from Buyer, Seller, or both. Seller authorizes Listing Broker to cooperate with and share Compensation with Xxxxx’s Broker as follows: No less than 3% of gross sales price.
Representation of Buyer. Buyer warrants and represents as follows, which representations shall survive the Closing for five (5) years:
Representation of Buyer. 38 7.16. Refunds, Etc..........................................................38 7.17. Tax Indemnification...................................................39
Representation of Buyer. A Buyer's Broker (or "Cooperating Broker") represents only the Buyer and has
Representation of Buyer. As a material consideration to Seller to agree to sell the Securities to Buyer, Buyer warrants and represents to Seller as follows:
(a) Buyer is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. Buyer is acquiring the Securities for investment purposes, with no intention of distributing or reselling any of the Securities or any interest therein.
