1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [limited liability company/corporation/partnership], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. ...
1Seller’s Representations and Warranties. Except as set forth on the Disclosure Schedule attached hereto, each Seller represents and warrants to Buyer that as of the date hereof:
1Seller’s Representations and Warranties. Seller hereby warrants, represents, covenants, and certifies to Buyer that:
1Seller’s Representations and Warranties. 12.1. 1Each Seller represents and warrants to Buyer (a) in the case of statements in the following clauses relating solely to the Shares, only in respect of such Shares being transferred by such Seller and (b) in respect of all other of the following statements, the Sellers acting jointly: that each of the statements set out in clauses 1 (Capacity and Authority), 2 (No Conflict), 3 (No Approvals) and 4 (Title to the Shares) of Schedule 7 is on the date hereof and will on the Completion Date be true, complete and accurate;
12.1. 2All Sellers, acting jointly, represent and warrant to the Buyer that each of the statements set out in all other clauses of Schedule 7 is on the date hereof and will on the Completion Date be true, complete and accurate.
12.1. 3The Sellers’ Representations and Warranties are the only representations and warranties, expressed or implied, made by the Sellers to the Buyer in relation to this Agreement and the transfer of the Shares, and they are made in the manner referred to in clauses 12.1.1 and 12.1.2 above.
12.1. 4The Parties agree to expressly disable the legal regime applicable to claims for indemnification regarding claims for hidden vices and defects (saneamiento por vicios ocultos) under Spanish law.
1Seller’s Representations and Warranties. As a material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser that:
1Seller’s Representations and Warranties. Each Seller represents and warrants to the Buyer as follows:
a. The Seller has the full power and authority to enter into this Agreement and to perform their obligations hereunder.
b. The Seller is the sole owner of the rights, title, and interest in and to the Assets, free and clear of all liens, encumbrances, and claims.
c. The execution and delivery of this Agreement and the performance of the Seller's obligations hereunder do not and will not conflict with or result in a breach of any agreement, instrument, or understanding to which the Seller is a party or by which the Seller is bound.
1Seller’s Representations and Warranties. To induce Purchaser to enter into this Agreement and to consummate the transactions described herein, each Seller hereby makes the representations and warranties in this Section 7.1, but only with respect to itself, its Property or interest therein, and the contracts, agreements or other instruments or obligations to which Seller is a party or to which its Property is subject, upon which Seller acknowledges and agrees Purchaser is entitled to rely.
1Seller’s Representations and Warranties. As a material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser that:
