Representations Warranties and Covenants of the Buyer Clause Samples

Representations Warranties and Covenants of the Buyer. The Buyer hereby represents and warrants to the Seller, as of the date hereof, as follows:

Representations Warranties and Covenants of the Buyer. The Buyer makes the following representations, warranties and covenants to and for the benefit of the Seller on the date hereof and on the Closing Date:

Representations Warranties and Covenants of the Buyer. The Buyer hereby represents, warrants and covenants to Seller as follows:

Representations Warranties and Covenants of the Buyer. The Buyer represents and warrants to the Seller as follows:

Representations Warranties and Covenants of the Buyer. The representations and warranties of the Buyer in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date, or time), and the covenants and agreements of the Buyer to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.

Representations Warranties and Covenants of the Buyer. The Buyer represents and warrants to the Company, and covenants for the benefit of the Company, as of the date hereof as follows: (a) This Agreement has been duly authorized, validly executed and delivered by the Buyer and constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; (b) The Buyer has received and carefully reviewed copies of the Public Documents (as hereinafter defined). No representations or warranties have been made to the Buyer by the Company, the officers or directors of the Company, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in the other documents expressly referred to herein. The Buyer understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Buyer, in making the decision to purchase the Shares and the Warrants, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties; (c) The Buyer understands that the Shares and the Warrants are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws; (d) The Buyer is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act and is not a U.S. Person (as defined in Rule 902 of Regulation S of the Securities Act); (e) The Buyer (i) is and will be acquiring the Shares and the Warrants for such Buyer's own account, and not with a view to any resale or distribution of the Shares or the Warrants in whole or in part, in violation of the Securities Act or any applicable securities laws and (ii) has not offered or sold any of the Securities a...

Representations Warranties and Covenants of the Buyer. 28 Section 4.1 Representations and Warranties of the Buyer 28 ARTICLE V CONDITIONS PRECEDENT TO CLOSING 29 Section 5.1 Conditions Precedent to Sellers’ Obligations 29 Section 5.2 Conditions Precedent to the Buyer’s Obligations 30 ARTICLE VI CLOSING DELIVERIES 31 Section 6.1 Buyer Deliveries. 31 Section 6.2 Sellers Deliveries. 33 ARTICLE VII INSPECTION 36 Section 7.1 General Right of Inspection 36 Section 7.2 Document Inspection 38 Section 7.3 Formal Inspection Period. 38 Section 7.4 Confidentiality 38 Section 7.5 Examination 38 Section 7.6 Effect and Survival of Disclaimer and Release 39 ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS 40 Section 8.1 Permitted Exceptions 40 Section 8.2 Title Report. 40 Section 8.3 Use of Cash Consideration Amount to Discharge Title Exceptions 40 Section 8.4 Inability to Convey 40 Section 8.5 Rights in Respect of Inability to Convey 40

Representations Warranties and Covenants of the Buyer. (a) Each of the representations and warranties of the Buyer made in this Agreement shall be true and correct in all material respects (or, if any specific representation or warranty of the Buyer is expressly qualified by concepts of “materiality” or “Material Adverse Effect,” then such representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Closing (as if made anew at and as of the Closing); and (b) the Buyer shall have performed and complied with all terms, agreements and covenants contained in this Agreement required to be performed or complied with by the Buyer on or before the Closing Date.

Representations Warranties and Covenants of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers as of the date hereof and as of the Closing Date as follows: