Legal Purchasing Affidavit Form

Legal Purchasing Affidavit Form

This Legal Purchasing Affidavit is executed on this day of , , by and between Purchaser Name: of Address: (hereinafter referred to as "Purchaser") and Seller Name: of Address: (hereinafter referred to as "Seller").

RECITALS

WHEREAS, Seller is the lawful owner or authorized distributor of the property described in Schedule A attached hereto and intends to transfer title or possession of such property to Purchaser pursuant to the terms set forth herein; and

WHEREAS, Purchaser desires to purchase the property described in Schedule A and to furnish this affidavit as a material inducement to Seller to complete the transaction and to record statements necessary for legal, tax and regulatory compliance; and

WHEREAS, the parties intend that the representations, warranties, covenants and certifications contained in this affidavit be relied upon by Seller and by any governmental or regulatory authority having jurisdiction over the transfer or registration of the purchased property.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this affidavit, the following terms shall have the meanings set forth below: "Property" means the goods, chattels or other assets described in Schedule A; "Purchase Price" means the total amount paid or payable by Purchaser as set forth in Section 2; "Effective Date" means the execution date set forth above.

2. PURCHASE DETAILS

3. PURCHASER REPRESENTATIONS AND CERTIFICATIONS

Purchaser hereby solemnly swears, certifies and represents to Seller and any relevant regulatory authority that:

1. Purchaser is duly authorized and has full power to enter into and perform its obligations under this affidavit.
2. Funds used in connection with the Purchase are not derived from criminal activity and are from lawful sources. Purchaser affirms lawful source of funds:
3. Purchaser will use the Property for the stated purpose indicated herein and has disclosed whether the Property is acquired for resale. Acquired for resale: Yes
4. Purchaser shall comply with all applicable laws, regulations and registration requirements relating to the Property and will provide any required resale or exemption certificates upon request. Resale/Exemption Certificate No.:

4. SELLER REPRESENTATIONS

Seller represents and warrants to Purchaser that, as of the Effective Date: (a) Seller has good and marketable title to the Property or is authorized to transfer possession; (b) there are no undisclosed liens, encumbrances, security interests or pending claims affecting the Property except as disclosed in writing to Purchaser; and (c) the description of the Property in Schedule A is true and accurate to the best of Seller's knowledge.

5. INDEMNIFICATION

Purchaser and Seller each agree to indemnify, defend and hold the other harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties or covenants contained in this affidavit. The indemnifying party shall promptly assume control of the defense and shall not settle any claim without the indemnified party's prior written consent when such settlement imposes obligations on the indemnified party.

6. REMEDIES

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this affidavit and that the non-breaching party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies in addition to any other remedies provided at law or in equity. Nothing herein shall limit a party's right to recover damages, costs or attorneys' fees where permitted by law.

7. NOTICES

All notices, requests, demands and other communications under this affidavit shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this section. Notices shall be deemed given on receipt when delivered in person or by certified mail, return receipt requested, or upon confirmed delivery by overnight courier.

8. GOVERNING LAW

This affidavit shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This affidavit, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

10. SEVERABILITY

If any provision of this affidavit is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This affidavit may be amended only by a written instrument signed by both parties. No waiver of any provision hereof shall be effective unless executed in writing by the party waiving compliance. This affidavit may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. CERTIFICATION AND ACKNOWLEDGMENT

Purchaser and Seller each certify under penalty of perjury under the laws of the jurisdiction referenced in Section 8 that the information contained in this affidavit is true, correct and complete to the best of their knowledge, information and belief. Each party acknowledges that the other party is relying upon these certifications in consummating the transaction.

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