Example ContractsClausesRepresentations of Purchaser
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Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

There is no agreement to which Purchaser is a party or to Purchaser's knowledge binding on Purchaser that conflicts with this Contract. There is no action or proceeding pending or, to Purchaser's knowledge, threatened against Purchaser which challenges or impairs Purchaser's ability to execute or perform its obligations under this Contract.

Representations and Warranties of Purchaser. Except as set forth in this Agreement, Purchaser represents and warrants to Seller that:

Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Corporation, as of the date hereof and as of the Closing Date, as follows:

The Purchaser represents and warrants, to and for the benefit of the Seller, as follows:

Representations and Warranties of the Purchaser. The Purchaser represents and warrants to AVRS that:

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Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the USMS that:

Representations and Warranties of the Purchaser. Purchaser hereby represents, warrants and agrees to the Seller as of the date hereof:

The Purchaser represents and warrants to the Vendor that:

Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that each of the representations and warranties contained in this [Section 3.2is] true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

Representations and Warranties of the Purchaser. The Purchaser represents and warrants to AVRS that:

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Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Purchaser that as of the Initial Closing date:

Indemnification by Purchaser. Subject to the other terms and conditions of this [Article VIII], Purchaser shall indemnify against, and shall hold harmless from and against, any and all Losses incurred or sustained by, or imposed upon, based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement; or # any Assumed Liability.

Access by Purchaser. Purchaser will have a right to inspect the Operating Equipment during normal business hours and to take any action it deems reasonably necessary to fulfill its rights under this Agreement.

Duties of Purchaser. During the term of this Agreement, Purchaser shall have the following authority, duties and responsibilities as they pertain to the Operating Systems:

Forward Purchaser Efforts. Upon the terms and subject to the conditions set forth in this Agreement and the Master Forward Confirmation, upon the delivery of a Forward Placement Notice to the Forward Purchaser and the Forward Purchaser’s acceptance of such Forward Placement Notice, and unless the sale of the Forward Hedge Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement or the Master Forward Confirmation, the Forward Purchaser will use commercially reasonable efforts to borrow (including, but not limited to, from the Selling Stockholder) Forward Hedge Shares up to the Forward Share Number for the applicable Forward Placement Notice accepted by the Forward Purchaser and will use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares. For the avoidance of doubt, the Selling Stockholder or the Forward Purchaser may modify a Forward Placement Notice at any time provided they both agree in writing to any such modification. The Selling Stockholder and the Forward Purchaser each acknowledge and agree that # there can be no assurance that the Forward Purchaser will be successful in selling any Forward Hedge Shares, # the Forward Purchaser will not incur any liability or obligation to the Selling Stockholder if it fails to sell any Forward Hedge Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Forward Hedge Shares as required by this Agreement and # the Forward Purchaser may elect to borrow such Forward Hedge Shares from either the Selling Stockholder or other share lenders at its sole discretion. Notwithstanding anything herein to the contrary and for the avoidance of doubt, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow all or any portion of the Forward Hedge Shares and to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares for any Forward hereunder shall be subject in all respects to [clause (vi)] of the provisions under the caption “Conditions to Effectiveness” in [Section 3] of the Master Forward Confirmation.

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