Purchaser’s Representations and Warranties Contract Clauses (80)

Purchaser’s Representations and Warranties. Purchaser represents and warrants: A. This Agreement is binding upon Purchaser in accordance with its terms; B. Purchaser is engaged in commercial agriculture. PURCHASE AND SALE AGREEMENT / 4 If Seller has notice that any representation of Purchaser contained herein is not true at Closing, fails to give notice thereof to Purchaser prior to Closing Date with opportunity to terminate this Agreement and thereafter Closes, that representation shall have no further force and effect. Representations s...hall survive Closing by twelve (12) months and shall thereafter be without legal force and effect unless suit is brought by Seller respecting a breach thereof within such twelve (12) month period, but this limitation shall not apply to any warranty contained in this Agreement, or to any false representation contained in this Agreement, made with actual knowledge of its falsity. Each representation shall be true as of Closing. View More

Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that the statements contained in this Section 3 are correct and complete as of the date of Closing. (a) Organization of Purchaser. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware. (b) Authorization of Transaction. Purchaser has full corporate power and authority to execute and deliver this Agreement, and all documents and agreements necessary to give effect to the provisions of t...his Agreement, and to perform its obligations hereunder and thereunder. This Agreement and all other agreements and documents executed in connection herewith, constitute the valid and legally binding obligations of Purchaser, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby and the consummation of the purchase of the Purchased Assets have been duly authorized by Purchaser. 5 (c) Non-contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject, or any provision of Purchaser's Certificate of Incorporation or Bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Purchaser is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification cancellation or failure to give notice would not be material. Purchaser is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. (d) Brokers' Fees. Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated. (e) Shares. When issued to Seller, the Shares will be validly issued, fully paid, and nonassessable, and Seller will have good title to the Shares, free and clear of any liens, mortgages, pledges, security interests and other encumbrances. View More