Purchaser’s Representations and Warranties Clause Samples
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Purchaser’s Representations and Warranties. 5.1 The Purchaser acknowledges, represents, warrants and covenants to and with (on its own behalf and, if applicable, on behalf of those for whom the Purchaser is contracting hereunder) the Issuer that, as at the date of this Agreement and at the Closing Date:
(a) The Issuer has not filed a prospectus with any of the Commissions or any other securities commission or similar authority in connection with the offering of the Securities and that:
(i) the Purchaser is restricted from using most of the civil remedies available under the Acts;
(ii) the Purchaser may not receive information that would otherwise be required to be provided to him under the Acts;
(iii) the Issuer is relieved from certain obligations that it would otherwise be required to give if it provided a prospectus under the Acts; and
(iv) the issuance and sale of the Securities to the Purchaser is subject to the sale being exempt from the prospectus requirements of the Acts.
(b) If the Purchaser is a resident of British Columbia or Alberta, then the Purchaser is purchasing the Securities as principal and is either:
(i) an "accredited investor" as defined in NI 45-106 and was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in NI 45-106
(c) The Purchaser, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that:
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the Securities;
(iii) there are risks associated with the purchase of the Securities;
(iv) there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities; and
(v) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under the Acts and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the Acts, including statutory rights of rescission or damages, will not be available to the Purchaser.
(d) If the Purchaser is resident outside of Canada but not in the United States, the Purchas...
Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that:
Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closing:
A. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents.
B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound.
C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due.
D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.
Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”).
(b) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act
(c) The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser.
(d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.
(e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.
Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, as of the date hereof, and as of the Closing:
5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement;
5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party;
5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so;
5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity;
5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller;
5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and
5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forf...
Purchaser’s Representations and Warranties. Each Purchaser severally and not jointly represents and warrants to the Company as follows:
Purchaser’s Representations and Warranties. Each Purchaser severally, but not jointly, represents and warrants to the Company as follows:
Purchaser’s Representations and Warranties. The Purchaser makes the following representations and warranties to the Seller as of the date hereof and the Closing Date:
Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants, as of the Effective Date, to Seller as follows:
Purchaser’s Representations and Warranties. The Purchaser represents and warrants to the Company that: