Buyer Representations, Warranties and Covenants. Each Buyer represents and warrants to the Company for itself and for no other Buyer that as of the date hereof and as of the Closing applicable to such Buyer (unless as of a specified date therein):
Buyer Representations, Warranties and Covenants. Buyer represents and warrants to Seller that the following statements are as of the date hereof and at each Delivery true and accurate:
(a) it is duly organized and validly existing under the Laws of its state of organization and has the power and authority to carry on its business as presently conducted and to perform its obligations under the Transaction Documents to which it is a Party;
(b) each of the Transaction Documents to which it is a Party has been (or will be, when executed) duly authorized, entered into and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms (subject to bankruptcy, insolvency, reorganization or similar Laws of general application affecting the enforcement of creditors’ rights generally);
(c) neither the execution and delivery of the Transaction Documents to which it is a Party, nor the consummation of the transactions contemplated thereby nor compliance by it with any of the terms and provisions thereof will contravene any Law applicable to it or result in any breach of, or constitute a default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter or by-laws, or other agreement or instrument to which it is a Party or by which its or its properties or assets are bound or affected;
(d) neither the execution, delivery or performance by it of the Transaction Documents to which it is a Party, nor the consummation by it of any of the transactions contemplated hereby or thereby, will require the consent or approval of, the giving of notice to, or the taking of any other action in respect of, the members, or the trustee or holder of any indebtedness of Buyer, except such as have been or will be obtained or effected, each of which approvals, consents and waivers shall be in full force and effect on the Delivery Date; and
(e) there are no suits, actions, arbitration proceedings or claims pending or, to the knowledge of Buyer, threatened against Buyer arising out of or in connection with the Transaction Documents before or by any Government Entity.
Buyer Representations, Warranties and Covenants. Buyer hereby represents, warrants, and covenants that it intends to, and shall at all times during the effectiveness of this Contract, use and occupy the Property for recreational, noncommercial purposes only. Accordingly, Buyer hereby represents and covenants that Buyer will not during any time of the effectiveness of this Contract a) use or occupy the Property for any residential or commercial purpose whatsoever, b) use or occupy the Property for any purpose that would qualify any amounts lent under this Contract as a “residential mortgage loan” as that term is defined in ORS 86A.200, or Regulation G, Regulation X, or Regulation Z of the SAFE act, or any similar or succeeding statute, law, ordinance, or rule, or c) allow any third party to do any of the foregoing. Buyer’s misrepresentation or default under any representation, warranty, or covenant given under this Article is material to this Contract and shall deemed a default under Article 13 herein.
Buyer Representations, Warranties and Covenants. Buyer further represents, warrants and covenants as follows: (i) it is duly and solely organized, validly existing and in good standing under the laws of its state of organization; (ii) the execution, delivery and performance by Buyer of this Agreement and all other related instruments and documents will not violate any governmental statute or regulation, or conflict with or result in any breach, default or violation of the organizational documents of Buyer or any judgment, order or decree to which Buyer or its property is subject; (iii) the execution, delivery and performance by Buyer of this Agreement and all other related instruments and documents have been duly authorized by all necessary organizational action;
Buyer Representations, Warranties and Covenants. Buyer represents and warrants to, and covenants with, Seller as follows:
Buyer Representations, Warranties and Covenants. The representations and warranties of Buyer to the Seller Parties contained in Article V above (as modified by the Buyer Disclosure Schedules) shall be true and correct as of the Closing Date, except (i) for changes contemplated by this Agreement, (ii) those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date), and (iii) where the failure of such representations and warranties to be true and correct (disregarding any qualifications as to materiality or Buyer Material Adverse Effect), would not reasonably be expected to have a Buyer Material Adverse Effect. All of the covenants to be complied with and performed by Buyer on or before the Closing Date will have been duly complied with and performed in all material respects.
Buyer Representations, Warranties and Covenants. Buyer hereby represents, warrants and covenants to Seller as follows:
(i) Buyer is a duly organized and validly existing under the laws of the jurisdiction of its organization with full power to conduct its affairs as currently conducted and contemplated hereunder. All necessary corporate action has been taken to enable it to execute and deliver this Contract and perform its obligations hereunder.
(ii) This Contract is Buyer's valid and binding obligation and is enforceable against Buyer in accordance its terms. Buyer has the unencumbered right to enter into this Contract and to fulfill its obligations hereunder.
Buyer Representations, Warranties and Covenants. The representations and warranties of the Buyer to the Company and the Sellers contained in Article IV above (i) that are qualified as to Buyer Material Adverse Effect will be true and correct when made (or subsequently cured) and as of the Closing Date except for changes contemplated by this Agreement and those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date) and (ii) that are not qualified as to Buyer Material Adverse Effect will be true and correct when made (or subsequently cured) and as of the Closing Date (disregarding any other materiality qualifiers) except for changes contemplated by this Agreement and those representations and warranties which address matters only as of a particular date (which will remain true and correct as of such date), and except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Buyer Material Adverse Effect. All of the covenants to be complied with and performed by Buyer on or before the Closing Date will have been duly complied with and performed in all material respects.
Buyer Representations, Warranties and Covenants. Buyer represents, warrants and covenants that:
(a) it has all requisite power and authority to execute, deliver and perform its obligations under this TSA;
(b) there is no pending litigation, arbitrated matter or other dispute as of the date of execution of this TSA to which Buyer is a party which would reasonably be expected to have a material adverse effect on the Buyer’s ability to fulfill its obligations under this TSA;
(c) the execution, delivery and performance of this TSA have been duly authorized by Buyer and shall not conflict with, result in a breach of or constitute a default under any other agreement to which Buyer is a party, except for those conflicts, breaches and defaults that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Buyer to comply with its obligations under this TSA; and
(d) it is in compliance in all material respects with all laws applicable to Buyer and has obtained all applicable permits and licenses required of Buyer in connection with its obligations under this TSA, except for non-compliance that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer or its ability to comply with its obligations under this TSA.
Buyer Representations, Warranties and Covenants
