Common use of 1Seller’s Representations and Warranties Clause in Contracts

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [XXX], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in 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 is responsible for obtaining all permits necessary to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documents.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [XXXtype of entity], 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, 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. The Facility will be located in the State of California. Seller is will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documents. Xxxxx does not intend to the lead agency for the Facility.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as followsto Purchaser that to Seller's actual knowledge: Seller (a) there is a [XXX]no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof; (b) there exist no uncured written notices which have been served by any Governmental Authority of violations of law, duly organized, validly existing and rules or regulations which would affect the Property or any portion thereof or its proposed development in good standing under any material respect; (c) no Governmental Authority has imposed any requirement that would bind Purchaser to pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with the laws development of the jurisdiction of its formationProperty or any portion thereof, except for customary building permit and is qualified to conduct business inspection fees, customary connection or tap-in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. fees and other ordinary and usual fees paid by homebuilders, if any; and (d) Seller has the full right, power and authority to enter into this Contract and, at each Closing, will have the right, power and authority to consummate the transactions contemplated thereby and all required corporate, partnership or other action necessary to authorize Seller to enter into and consummate the transactions contemplated herein has been, or upon each applicable closing will have been, taken and the joinder of no person or entity other than Seller will be necessary to execute and deliver such documents and instruments at each applicable Closing and to perform all obligations of Seller hereunder applicable thereto. As used in this Agreement Section 7.01, any and all references to "Seller's actual knowledge" shall mean the actual (not constructive) knowledge of the Chairman of the Board of Seller then serving. It is not prohibited from entering into this Agreement or discharging also expressly agreed 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 understood that the Chairman of this Agreement by the Board of Seller has been duly authorized by all necessary limited no duty imposed or implied to investigate, inspect, or audit any such matters contained in this Section 7.01 and such individuals are acting solely in their representative capacity for Seller and any liability company action resulting hereunder based on the part actions of such individuals, including, but not limited to, the breach of any warranty or representation contained herein, shall merely be that of Seller and does not such individual. To the extent Purchaser has or acquires actual knowledge that these representations and will not require the consent of warranties are inaccurate, untrue, or incorrect in any trustee way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge or holder of any indebtedness deemed knowledge. Purchaser shall be deemed to know a representation or other obligation of Seller warranty is untrue, inaccurate, or incorrect if this Contract or any other party files, documents, materials, analyses, studies, tests, or reports delivered to any other agreement and obtained by Purchaser from Seller prior to Closing contains information which is inconsistent with Sellersuch representation or warranty. The execution If it is determined before Closing that Seller has breached its representations and delivery of warranties set forth in this Agreementsection, consummation Purchaser shall have the right, as its sole remedy, to terminate this Contract by giving notice thereof to Seller upon the earlier to occur of the transactions contemplated hereindate of the next applicable Closing or within thirty (30) days after Purchaser becomes aware of said breach. In the event that Purchaser fails to so terminate on or before the earlier to occur of the date of the next applicable Closing or expiration of such thirty (30)-day period, Purchaser shall automatically be deemed to have waived any objection to such untrue or inaccurate warranty or representation 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’ no rights or by the exercise of judicial discretion in accordance remedies shall ever be available to Purchaser with general principles of equity. Seller is responsible for obtaining all permits necessary respect to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documentssuch breach.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [XXXlimited 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 is responsible for obtaining 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. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits necessary to construct and operate approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the Facility and Seller or an Affiliate will be constructed. Seller acknowledges that Buyer is purchasing the applicant on any CEQA documentsProduct under this Agreement and does not intend to be the lead agency for the Facility.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [XXXlimited liability company][corporation], 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 company][corporate] 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, 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. The Facility will be located in the State of [California]. Seller is will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documents.. As of the Effective Date, Seller further represents and warrants as follows: