Representations and Warranties - Purchaser Sample Clauses

Representations and Warranties - Purchaser. Purchaser represents and warrants to Seller upon execution hereof and at Closing that: (i) Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America, and it has the power and authority to own its assets and carry on its business as presently carried on; (ii) the execution, delivery and performance of the Operative Documents to which it is a party and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary action of Purchaser; (iii) assuming the validity of execution and delivery by any other parties other than the Purchaser, the Operative Documents when executed and delivered by Purchaser constitute or will constitute legal, valid and binding obligations of Purchaser and enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Operative Documents to which Purchaser is a party will in no way exceed the powers granted to Purchaser, or violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order or decree of any governmental authority, agency or court or generally accepted interpretation thereof or any judgment, decree or permit to which Purchaser is subject; and (B) any resolution of the directors or shareholder of Purchaser; or any mortgage, charge, deed, contract or other undertaking or instrument of Purchaser; (v) there are no pending or, to the knowledge of Purchaser, threatened actions, or proceedings against, as the case may, be, before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Purchaser to perform its obligations under this Purchase Agreement or any of the other Operative Documents to which it is a party on the Closing Date.
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Representations and Warranties - Purchaser. As an inducement to Seller to enter into this Agreement, Purchaser represents and warrants to Seller that:
Representations and Warranties - Purchaser. Purchaser represents, warrants and covenants to Seller that: (a) it is a corporation duly incorporated and in good standing with the laws of Nevada; (b) the execution and delivery of this Agreement will have duly authorized, ratified and approved by all necessary corporate action and this Agreement will not violate or result in the breach of laws of Nevada or of any other jurisdiction applicable or pertaining to this Agreement; (c) Purchaser is duly qualified and registered in all necessary jurisdictions in which the conduct of its business or ownership or leasing of its properties or assets makes such qualification and/or registration necessary; (d) Purchaser is not aware of any fact or circumstance which has not been disclosed to Seller which should be disclosed in order to prevent the representations and warranties in this Section 11 from being misleading.

Related to Representations and Warranties - Purchaser

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

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

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller 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 OF PURCHASER Purchaser hereby 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 BY BUYER Buyer hereby represents and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

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