REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER Clause Samples
The 'Representations and Warranties of Each Purchaser' clause requires each buyer involved in a transaction to formally state certain facts about themselves, such as their authority to enter into the agreement, their financial status, and their compliance with relevant laws. Typically, this clause ensures that each purchaser confirms they are not restricted from participating in the deal, are not relying on undisclosed information, and have the legal capacity to fulfill their obligations. Its core function is to provide assurance to the seller and other parties that each purchaser is legitimate and capable, thereby reducing the risk of disputes or invalid transactions.
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REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein in which case they shall be accurate as of such date):
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally for itself and not jointly with the other Purchasers, represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. The Purchaser represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Company with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally for itself and not jointly with any other Purchaser, represents and warrants to the Company and the Placement Agents that the statements contained in this Section 4 are true and correct as of the date hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser individually and not jointly hereby represents warrants and covenants with the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, in order to induce the Company to perform this Agreement, hereby represents and warrants, severally and not jointly, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that:
(a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company.
(b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company.
(c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders).
(d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently reg...
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. (a) Each Purchaser represents, severally with respect to itself only, that it is duly incorporated or organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other Person or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement.
(b) Each Purchaser represents, severally with respect to itself only, that this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of such Purchaser enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles).
(c) Each Purchaser represents, severally with respect to itself only, that neither the execution and delivery of this Agreement by such Purchaser nor the consummation of the transactions contemplated herein (i) conflicts with or results in a breach of any of the terms, conditions or provisions of the organizational documents of such Purchaser or any agreement or instrument to which such Purchaser is a party or by which the material assets of such Purchaser are bound or (ii) constitutes a default under any of the foregoing, violates any law or regulation, except to the extent that any conflict, breach or default under this subsection (c) would not prevent or materially hinder the performance of the actions contemplated by this Agreement.
(d) Each Purchaser represents, severally with respect to itself only, that there are no actions, suits or proceedings pending or, to the knowledge of such Purchaser, threatened against or affecting such Purchaser or assets of such Purchaser in any court or before or by any Governmental Authority which, if adversely determined, would impair the ability of such Purchaser to perform such Purchaser’s obligations under this Agreement.
(e) Each Purchaser represents, severally with respect to itself only, that its performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or Governmental Authority to which such Pu...