Buyer’s Representations and Warranties Contract Clauses (1,463)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Buyer’s Representations and Warranties clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Buyer’s Representations and Warranties. Buyer represents and warrants that: (a) Buyer is duly qualified and has full right and authority to acquire and own the Assets, to receive an assignment of the Assets from Seller at Closing and to enter into this Agreement. (b) Buyer has incurred no obligation, contingent or otherwise, for any broker's, finder's or consultant's fees for which Seller will be liable. (c) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Buyer's knowledge, thr...eatened against Buyer or any affiliate of Buyer, and Buyer is not insolvent or generally not paying its debts when they become due. (d) Buyer is an accredited investor, as such term is defined in Regulation D of the Securities Act of 1933, as amended, and will acquire the Assets for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder, any applicable state blue sky laws or any other applicable securities laws. (e) Buyer is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities. In making its decision to enter into this Agreement and to consummate the transaction contemplated hereby and thereby, except to the extent of Seller's express representations and warranties in Paragraph 15 and the special warranty of Defensible Title as set forth in the Assignment with respect to the Assets, Buyer has relied or shall rely on its own independent investigation and evaluation of the Assets, which investigation and evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation and evaluation and not on any factual representations or opinions of Seller or any representatives or consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except the specific representations and warranties of Seller set forth in Paragraph 15 and the special warranty of Defensible Title in the Assignment with respect to the Assets). Buyer 10 hereby acknowledges that, other than the representations and warranties made in Paragraph 15 and the special warranty of Defensible Title in the Assignment with respect to the Assets, neither Seller nor any representatives, consultants or advisors of Seller or its affiliates make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Assets. Buyer's warranties and representations set forth in this Paragraph 16 shall survive without time limit.View More
Buyer’s Representations and Warranties. Buyer represents and warrants that: (a) Buyer is duly qualified and has full right and authority to acquire and own the Assets, to receive an assignment of do business in each jurisdiction where the Assets from Seller at Closing are located. This Agreement (and transactions contemplated hereunder) has been duly and to enter into this Agreement. validly authorized by all necessary limited liability company action on the part of Buyer and constitutes the legal, valid and binding obligation of Buye...r. (b) Buyer has incurred no obligation, contingent or otherwise, for any broker's, finder's brokers', finders' or consultant's consultants' fees for which Seller will be liable. (c) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Buyer's knowledge, threatened against Buyer or any affiliate of Buyer, and Buyer is not insolvent or generally not paying its debts when they become due. (d) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of the transaction contemplated hereby by Buyer shall (i) contravene, conflict with or result in a violation of any provision of the organizational or other governing documents of Buyer, (ii) contravene, conflict with or result in a violation of any resolution adopted by the board of managers or members (or similar governing body) of Buyer or (iii) contravene, conflict with or result in a violation of, or give any governmental authority or other person the right to challenge the transaction contemplated hereby, to terminate, accelerate or modify any terms of, or to exercise any remedy or obtain any relief under, any agreement or any legal requirement or order to which Buyer may be subject. (e) There is no suit, action or litigation by any person by or before any governmental authority, and no arbitration proceedings, (in each case) pending, or to Buyer's knowledge, threatened, against Buyer, that would have the effect of preventing, delaying, making illegal or otherwise interfering with Buyer's ability to consummate the transactions contemplated by this Agreement or perform its obligations hereunder. (f) Buyer has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to (i) deliver the amounts due at the Closing, (ii) take such actions as may be required to consummate the transaction contemplated hereby and (iii) timely pay and perform Buyer's obligations under this Agreement. Buyer expressly acknowledges that the failure to have sufficient funds shall in no event be a condition to the performance of its obligations hereunder, and in no event shall the Buyer's failure to perform its obligations hereunder be excused by failure to receive funds from any source. 23 (g) Buyer is an accredited investor, as such term is defined in Regulation D of the Securities Act of 1933, as amended, and will acquire the Assets for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder, any applicable state blue sky laws or any other applicable securities laws. (e) (h) Buyer is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities. In making its decision to enter into this Agreement and to consummate the transaction contemplated hereby and thereby, except to the extent of Seller's express representations and warranties in Paragraph 15 Section 14 and the special warranty of Defensible Title as set forth in the Assignment with respect to the Assets, Buyer has relied or shall rely on its own independent investigation and evaluation of the Assets and Subsidiary Assets, which investigation and evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation and evaluation and not on any factual representations or opinions of Seller or any representatives or consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except the specific representations and warranties of Seller set forth in Paragraph 15 Section 14 and the special warranty of Defensible Title in the Assignment with respect to the Assets). Buyer 10 hereby acknowledges that, other than the representations and warranties made in Paragraph 15 Section 14 and the special warranty of Defensible Title in the Assignment with respect to the Assets, neither Seller nor any representatives, consultants or advisors of Seller or its affiliates make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Assets. Assets, Subsidiary Assets or Equity Interests. Buyer's representations and warranties and representations set forth in this Paragraph 16 Section 15 shall survive without time limit. View More
