2Other Seller’s Representations Sample Clauses

2Other Seller’s Representations. Seller represents and warrants to Buyer that the following is true and correct as of the Effective Date and will be true and correct as of the Closing Date: (a) Seller is not a party to any pending voluntary, or to Seller’s Knowledge involuntary, proceedings in bankruptcy, reorganization or similar proceedings under the Federal bankruptcy Laws or under any state Laws relating to the protection of debtors, nor to Seller’s Knowledge subject to any general assignment for the benefit of the creditors and no such action has been threatened by creditors to Seller or is contemplated by Seller. (b) Seller has not received written notice of any action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending, or to Seller’s Knowledge threatened, against Seller which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the Transaction or have a material adverse effect on the Property, including without limitation title thereto. (c) To Seller’s Knowledge, there are no material Contracts entered into by Seller that will be binding upon Buyer after the Closing other than the Permitted Exceptions. (d) To Seller’s Knowledge, except for violations cured or remedied on or before the Effective Date and except as provided as part of the Property Documents, Seller has not received any written notice from any governmental authority with respect to the violation of any zoning Law applicable to the Property. ​ (e) To Seller’s Knowledge, there are no pending, or threatened, condemnation or eminent domain proceedings relating to the Property. (f) Neither the execution nor the delivery of this Agreement, nor the consummation of the Transaction, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of (i) to Seller’s Knowledge, any of the terms, conditions, or provisions of any agreement or instrument to which it is a party or by which it, or any of its assets is bound, (ii) any organizational documents of an entity Seller, or (iii) to Seller’s Knowledge, any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity;
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Related to 2Other Seller’s Representations

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

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