Representations of the Buyer Sample Clauses
The "Representations of the Buyer" clause sets out the specific statements and assurances that the buyer makes to the seller as part of a transaction. These representations typically cover the buyer’s legal authority to enter into the agreement, their financial capacity to complete the purchase, and confirmation that all necessary approvals have been obtained. By requiring the buyer to make these declarations, the clause helps ensure transparency and trust between the parties, and provides the seller with recourse if any of the buyer’s statements are later found to be false or misleading.
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Representations of the Buyer. Buyer represents and warrants to the Company as follows.
Representations of the Buyer. The Buyer represents and warrants to the Seller as follows:
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued under the Electricity Act (Ontario) and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
Representations of the Buyer. The Buyer represents and warrants to each Stockholder as follows:
Representations of the Buyer. The Buyer hereby covenants, represents and warrants to the Developer and Owners that:
12.1 He/she is entering into this Agreement with full knowledge of all the laws, rules, regulations, notifications etc. applicable and the terms and conditions contained in this Agreement and that he/she has clearly understood his/her rights, duties, responsibilities, obligations under each and all the clauses of this Agreement.
12.2 The declarations contained in the Application Form duly signed by the Buyer at the time of making the Application are still and will remain binding on the Buyer.
12.3 He/she has obtained all the permissions, consents and approvals, if any, required for entering into this Agreement and all such permissions, consents and approvals shall remain valid during the term of this Agreement.
Representations of the Buyer. In order to induce the Seller to enter into this Agreement, the Buyer makes the following representations and warranties to the Seller, each of which shall be deemed to be independently material and relied upon by the Seller, regardless of any investigation made by, or information known to, the Seller.
Representations of the Buyer. The Buyer represents to the Supplier as at the execution of this Agreement as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer that was the original counterparty to this Agreement is a corporation without share capital created under the laws of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as ...
Representations of the Buyer. 5.1. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) by the Buyer
5.1.1. As a material term required for the Seller to enter into this Agreement, the Buyer hereby represents to the Seller that the representations set out below are deemed valid and accurate as of the Transaction Signing Date and the Transaction Execution Date.
5.1.2. A breach of any representation set forth in Article 5 of this Agreement shall be deemed a material breach of this Agreement by the Buyer, within the meaning of this term defined in Paragraph 1 of Clause 2 of Article 450 of the RF Civil Code and for the purposes of Article 453 of the RF Civil Code.
5.2. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) with respect to the Buyer The Buyer hereby provides to the Seller the following representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code):
5.2.1. The Buyer is a legal entity duly incorporated and registered in accordance with the law of the Russian Federation. The Buyer has the full legal capacity and authority necessary to enter into this Agreement and to perform its obligations and execute transactions contemplated by this Agreement. For purposes of execution and performance of this Agreement, the Buyer is acting on its own behalf and is not a broker, agent, or proxy holder representing any Third Parties.
5.2.2. The individual who signed this Agreement on behalf of the Buyer has the full authority to do so, and the legal capacity of the Buyer with respect to the execution and performance of this Agreement is not restricted.
5.2.3. The execution of this Agreement and Execution of the Transaction will not result in a violation of any provisions of the charter or other constituent documents of the Buyer, and will not constitute a breach of any regulation or court decision. The Buyer is not subject to any judgment or injunction currently in force that would prohibit the Buyer from fulfilling the conditions of the Agreement. The Buyer has obtained all permissions and approvals that the Buyer is obliged to secure, obtain, or arrange to be obtained in connection with the execution of the Agreement and Execution of the Transaction, and such permissions and approvals are in force and valid.
5.2.4. The execution of this Agreement and Execution of the Transaction by the Buyer do not violate the laws or regulations of the stock exchange applicable to t...
Representations of the Buyer. The Buyer hereby represents and warrants to the Company as follows:
(a) The Company has made available to the Buyer the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Company and its business. The Buyer acknowledges that he/she has purchased the Shares without being furnished any prospectus.
(b) The Shares have been acquired for investment and not with a view to the resale or distribution of such securities. Such Shares are being acquired by the Buyer for his/her own account and with his/her own funds, and no other person shall have a direct or indirect beneficial interest in such securities.
(c) The Buyer understands that the Company engages in a highly competitive business and there can be no assurance that it will be able to operate profitably. This investment is highly speculative investment and involves a high degree of risk and is not recommended for any investor who cannot afford the risk of losing his/her entire investment.
(d) The Buyer understands that none of the Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption for private offerings. Because the Company has no obligation to effect such registration, the Buyer may have to continue to bear the economic risk of their ownership of such securities for an indefinite period; and Buyer will not be permitted to transfer any of such securities in the absence of an opinion of counsel, if requested, satisfactory to the Company that registration is not required under the Securities Act and under applicable state securities laws.
Representations of the Buyer. The Buyer represents to the Sellers that as of the date of this Agreement: