Representations and Warranties by Purchaser Clause Samples
The "Representations and Warranties by Purchaser" clause requires the buyer in a transaction to formally state certain facts about themselves and their ability to complete the deal. Typically, this includes confirming the purchaser's legal authority to enter into the agreement, their financial capacity, and that there are no undisclosed legal obstacles or conflicts. By providing these assurances, the clause helps ensure transparency and reduces the risk for the seller by holding the purchaser accountable for the truthfulness of their statements.
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Representations and Warranties by Purchaser. Purchaser hereby represents and warrants to the Company as follows:
Representations and Warranties by Purchaser. The Purchaser represents and warrants to the Seller that:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Company as of the Closing Date as follows:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Shareholder as of the Closing Date as follows:
Representations and Warranties by Purchaser. Purchaser hereby represents and warrants to Sellers as follows:
Representations and Warranties by Purchaser. In order to induce Seller to enter into this Agreement and each transaction contemplated hereby, Purchaser represents and warrants to Seller as follows:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller (which representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing) that:
(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana.
(b) Purchaser has the full legal power, right and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement.
(c) The execution, delivery and performance by Purchaser of this Agreement and the documentation to be executed and delivered by Purchaser at the Closing have been authorized by all necessary action, corporate and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser.
(d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser.
(e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable.
(f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Oute...
Representations and Warranties by Purchaser. Purchaser hereby ----------------------------------------------- represents and warrants to the Shareholders as follows:
Representations and Warranties by Purchaser. Purchaser hereby represents and warrants to Seller that the following statements are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller that the following statements are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on said date:
7.1 ORGANIZATION AND STANDING Purchaser is a corporation duly organized, existing and in good standing under the laws of the state of Minnesota.
7.2 NO CONFLICT The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in a breach of any of the terms or conditions of, or constitute a default under, any mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Purchaser is a party or by which it or any of its properties or assets may be bound or affected, or (b) violate any order, writ, injunction or decree of any court, administrative agency or governmental body, or (c) conflict with or result in the breach of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of the Purchaser.