Representation of Buyer Clause Samples
The Representation of Buyer clause sets out the statements and assurances made by the buyer regarding their authority, capacity, and intent to enter into the agreement. Typically, this clause requires the buyer to confirm that they are legally able to purchase the goods or services, have obtained any necessary approvals, and are not subject to restrictions that would prevent the transaction. By including these representations, the clause helps ensure that the seller can rely on the buyer's legal and financial standing, thereby reducing the risk of disputes or invalid transactions.
Representation of Buyer. It is expressly understood that The ▇▇▇▇▇ Law Firm, LLC represents Seller in connection with this transaction. In the event of any disputes as to which party is entitled to the Deposit or in the event any disagreement shall arise as a result of this Agreement or the transaction contemplated hereby, the Escrow Agent shall not be excluded from representing the Seller by virtue of its serving as Escrow Agent pursuant to this Agreement. In any action arising out of this Agreement, ▇▇▇▇▇ shall not object to, or request the disqualification of, The ▇▇▇▇▇ Law Firm, LLC as counsel for Seller because it is also acting as Escrow Agent hereunder.
Representation of Buyer. BUYER hereby represents and warrants to SELLER that:
(A) BUYER is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, and is duly qualified to transact business as a foreign corporation, and is in good standing under the laws of the states in which it is currently or hereafter required to be so qualified.
(B) This Agreement has been duly executed and delivered by BUYER and constitutes the legal, valid, and binding obligation of BUYER enforceable against BUYER in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.
Representation of Buyer. The Buyer represents to the Seller as follows:
(a) The Buyer has the legal authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary legal actions (including any consent of stockholders required by law or by its charter documents if necessary) to authorize the execution, delivery or performance of this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Seller and countersigned by the Buyer, will constitute Buyer's legal, valid and binding obligations in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or similar laws affecting creditors' rights or general equity principles. The representations made in this Section 4 are continuous representations and shall survive the date hereof.
Representation of Buyer. Buyer has taken all corporate action necessary to duly authorize the transactions contemplated by this Agreement and has all requisite power and authority to enter into this Agreement and to perform all of its obligations under this Agreement. Buyer is not a party to, subject to, or bound by any mortgage, deed of trust, loan agreement, security agreement, lien, or other agreement or instrument of any kind, or any judgment, order, writ, or injunction or decree of any court or governmental body that conflicts with Buyer’s obligations under this Agreement or that will prohibit, prevent, or affect the carrying out of the transactions contemplated by this Agreement or the performance by Buyer of any obligations hereunder.
Representation of Buyer. The representations and warranties of Buyer contained in this Agreement shall have been true and correct on the date such representations and warranties were made, and shall continue to be true and correct in all material respects at the time of the Closing.
Representation of Buyer. Buyer warrants and represents as follows, which representations shall Survive the Closing for a period of five (5) years:
Representation of Buyer. A Buyer’s Broker (or “Cooperating Broker”) represents only the Buyer and has Fiduciary Duties as well as other duties imposed by ADRE in dealings with Buyer. Buyer’s Broker may receive Compensation from Buyer, Seller, or both. Seller authorizes Listing Broker to cooperate with and share Compensation with ▇▇▇▇▇’s Broker as follows: No less than 3% of gross sales price.
Representation of Buyer. Buyer represents and warrants as follows:
Representation of Buyer. Buyer acknowledges that it is a corporation duly organized, validly existing and in good standing under the law of the State of West Virginia has full corporate power and authority to own and Operate the transferred assets. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have received all necessary approval by the Board of Directors of Buyer.
Representation of Buyer. Buyer has not, defaulted under any loan or other obligation owing to Community & Southern Bank or any of the following banking institutions: First Cherokee State Bank (Woodstock, GA); Georgia Trust Bank (Buford, GA); The Peoples Bank (Winder, GA); First Commerce Community Bank (Douglasville, GA); Bank of Ellijay, a/k/a Bank of Canton (Ellijay, GA); Appalachian Community Bank and/or its division, ▇▇▇▇▇▇ County Bank (Ellijay, GA); or First National Bank of Georgia (Carrollton, GA).