THE BUYER'S REPRESENTATIONS Sample Clauses

THE BUYER'S REPRESENTATIONS. The Buyer hereby represents, warrants, covenants and agrees that: A. The Buyer is a corporation organized, validly existing and in good standing under the laws of the State of Colorado and is duly qualified to transact business as a corporation in the State of Colorado. The Buyer is qualified to transact business as a foreign entity in all states in which the nature of its business or the character or ownership of its properties make such licensing, registration or qualification necessary. B. The execution and delivery of this Agreement by the Buyer has been duly and validly authorized and approved by all necessary action of the Buyer. The Buyer has full corporate power and authority and the legal right to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement is a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. C. The Buyer has all licenses, permits, operating authorizations and other agreements and approvals from governmental authorities necessary to own and operate the Buyer's business lawfully and in the manner in which it is now operated by the Buyer. The Buyer has not received notice of any violation of or default under, and is in substantial compliance in all material respects with, each such license, permit, operating authorization or approval from governmental authorities. D. The Buyer's business has been operated in substantial compliance with all applicable local, state and Federal laws. E. The execution, delivery and performance of this Agreement by the Buyer will not violate any provisions of law and will not, with or without the giving of notice or the passage of time, conflict with or result in any breach of any of the terms or conditions of, or constitute a default under, any mortgage, agreement or other instrument to which the Buyer is a party or by which the Buyer is bound. F. There is no outstanding judgment against the Buyer and there is no litigation, arbitration, proceeding or investigation pending, or, to the Buyer's knowledge, threatened against the Buyer or relating to or affecting the Buyer's business operations or affairs, the Buyer or the transactions contemplated by this Agreement, or which questions the validity of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement. The Buyer warrants and represents that there is no litigation matter or arbitration claim or demand for money damages wh...
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THE BUYER'S REPRESENTATIONS. The Buyer hereby represents and warrants as follows:
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THE BUYER'S REPRESENTATIONS. As a material inducement to the Seller to enter into this Agreement, and to sell the Leased Property to the Buyer, the Buyer makes the following representations and warranties to the Seller, which 20 representations and warranties are true as of the date of this Agreement and, as a condition of the Seller's obligation to consummate the transactions contemplated hereunder, except as otherwise expressly provided herein, shall be true and correct as of each Closing Date; provided, that, subject to the provisions of Section 9.1 of this Agreement, such representations and warranties shall be treated as modified as of the applicable Closing, and without breach of the foregoing obligation of the Buyer, by the Buyer's delivery at such Closing of a certification in substantially the form attached hereto as EXHIBIT D and incorporated herein by reference, reflecting the occurrence of any event or change in the state of facts effective after the date hereof and prior to the applicable Closing relating to the representations and warranties made by the Buyer (the "Buyer Closing Certification"). The following representations and warranties (as the same may be modified by any Buyer Closing Certification with such modifications being reasonably acceptable to the Seller) shall survive each Closing and any earlier termination of this Agreement.
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THE BUYER'S REPRESENTATIONS. The Buyer represents and warrants to the Seller that: (i) the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement; (ii) neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound; and (iii) this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.
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Related to THE BUYER'S REPRESENTATIONS

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

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

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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