REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Shareholders and the Company that the statements contained in this Section 2.3 are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Buyer to the Shareholders and the Company on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the (“Buyer Disclosure Schedule”). The Buyer Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants to the Sellers that to the best of the Buyer's knowledge, with the intent that the Sellers will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
4.01 Representations Regarding the Acquisition of the Shares.
(a) The undersigned Buyer understands that the Shares have not been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies;
(b) The Buyer is not an underwriter and is acquiring the Sellers' Shares solely for investment for the account of the Buyer and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable laws;
(c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein;
(d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and/or the prior opinion of legal counsel that is reasonably acceptable to the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not;
(e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets;
(f) Neither the Company nor the Sellers are under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available;
(g) The Buyer represents that he is sophisticated and has had...
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Stockholder that each of the following representations and warranties is true and correct as of the Effective Date and again as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer and the Parent hereby represent and warrant to the Sellers as of the date hereof and the time of the Closing as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants to the Seller that:
4.1 It is purchasing the Property Sold in its present condition “as is” at the date of signing of this Contract, without any representation and/or declaration on the part of the Seller, including, but without limitation, in regard to the state of the Real Estate Properties from the physical and/or zoning and/or legal aspect and/or any other aspect and/or any other matter and thing likely to be of interest to a reasonable purchaser of rights in land. The Buyer waives any allegation of defect or flaw in connection with the Property Sold.
4.2 Subject to the fulfillment of the suspensive conditions, there is no legal, contractual or other bar to its entering into this Agreement and to the performance of its obligations under this Agreement in full and punctually on due date.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. 2.1. The Buyer has the requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms.
2.2. Neither the execution of this Agreement nor any other agreement referred to herein nor the consummation of the transactions contemplated hereby and thereby will conflict with or result in a material breach or violation of any other material agreement or instrument by which the Buyer is bound, or any existing material law, regulation, judgment or order applicable to the Buyer.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Sellers and the Company that the statements contained in this Section 3.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date and the IPO Closing Date (as though made then and as though such dates were substituted for the date of this Agreement throughout this Section 3.3), except as set forth in the disclosure schedule delivered by the Buyer to the Sellers and the Company on the date hereof and initialed by the parties hereto (the "Buyer Disclosure Schedule"). The Buyer Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 3.3.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Seller and the Principals that the following statements are true and correct as of the date hereof and will be true and correct as of the Closing Date:
