Covenants and Warranties of Seller Sample Clauses

Covenants and Warranties of Seller. So long as this Agreement remains in effect or Seller shall have any obligations hereunder, Seller hereby covenants and agrees with Purchaser as follows:
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Covenants and Warranties of Seller. Seller covenants and warrants that: ---------------------------------- (1) The total authorized capital stock of Seller as of the date hereof is Twenty Million (20,000,000) shares of $.01 par value common capital stock of which 2,825,000 are issued and outstanding. (2) Until the termination of the Option, Seller shall be a Texas corporation validly existing and in good standing under the laws of the State of Texas. (3) The Shares will be duly and validly issued, free and clear of liens and encumbrances, fully paid and nonassessable, and not subject to the preemptive rights of any stockholder, when issued. (4) Seller shall at all times reserve and keep available out of its authorized shares of common stock, solely for the purpose of issuance upon the exercise of the Option, such number of shares as shall be issuable upon the exercise of the Option in whole.
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Covenants and Warranties of Seller. Seller covenants and warrants to Purchaser as follows:
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Covenants and Warranties of Seller. Until the fifth anniversary hereof, ----------------------------------- Seller covenants and warrants that he shall not disclose, divulge or make known, either directly or indirectly, whether orally, visually or in writing, any confidential information of FarmPRO, or make available to others any documents, files or any other papers concerning the business or financial affairs of FarmPRO, or remove any such documents, files or other papers concerning the business or financial affairs of FarmPRO from the premises of FarmPRO no matter where located. Subject to the foregoing, nothing contained herein shall forbid or prohibit Seller from disclosing or divulging information with respect to FarmPRO to his attorneys, accountants or other third party representatives who may be necessary for the execution of this Agreement, the completion of the transactions contemplated hereunder, or the filing of any tax returns. FarmPRO shall make available to Seller any information he reasonably requests to comply with any State or Federal audit or court order. Seller covenants and warrants that he does not possess any knowledge of FarmPRO or the affairs of FarmPRO which he learned or discovered while in the employment of FarmPRO that he has not disclosed to the Directors or Officers of FarmPRO or of GSI which has or would have a material adverse effect on the business of FarmPRO. 8. MUTUAL RELEASE. Stonecxxxxx xxx his heirs, trustees, family members, --------------- successors and assigns (collectively, the "Stonecxxxxx Xxxxies") hereby irrevocably release FarmPRO, GSI and Hog Slat, Incorporated and their respective officers, directors, employees, shareholders, agents, attorneys, successors and assigns (and any affiliated, subsidiary, parent or holding company) (collectively the "Company Parties") and the Company Parties hereby irrevocably release the Stonecxxxxx Xxxxies from all claims, actions, rights, demands, damages, causes of action and liabilities of any kind, known or unknown, that the Stonecxxxxx Xxxxxes now have or have ever had from the beginning of time to the date of this Agreement against the Company Parties or that the Company Parties may now have or have ever had from the beginning of time to the date of this Agreement against the Stonecxxxxx Xxxxxes, based upon any known or unknown fact, condition or incident occurring prior to the date of this Agreement, including but not limited to, any act or event related to Seller's employment or separation from employment...
Sample 1
Covenants and Warranties of Seller. Seller covenants, represents and warrants to Buyer that: (a) Seller is owner of the Property and has the ability to deliver insurable and marketable title to the Property, free and clear of all liens and encumbrances other than the Permitted Exceptions. (b) Seller has the right, power and authority to enter into this Agreement and to sell the Property in accordance with the terms and conditions hereof. The persons executing this Agreement on behalf of Seller warrant their authority to do so and to bind Seller to this Agreement. (c) At the time of Closing, the Property will be free of any liens, security interests, encumbrances or other restrictions created by Seller except for the Permitted Exceptions, whether existing of record or otherwise. To that end, all taxes on the Property being conveyed have been paid or will have been paid up to and including the year prior to the Closing, except for any taxes that are properly prorated at Closing. (d) To Seller’s actual knowledge, there is no pending or contemplated condemnation proceedings affecting the Property or any part thereof, and Xxxxxx agrees to give Xxxxx prompt notice of any such contemplated condemnation or the institution of any condemnation proceeding. (e) Seller is not a party to any litigation affecting the Property or any part thereof or Seller's right to sell the Property, and to the best of Seller's actual knowledge, Seller knows of no litigation or threatened litigation affecting the Property or any part thereof; and Seller covenants and agrees to give to Buyer prompt notice of the institution or threatened institution prior to Closing of any such litigation. (f) Seller is not bankrupt or insolvent under any applicable Federal or state standard, nor has Seller filed for protection or relief under any applicable bankruptcy or creditor protection statute, or has been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. Seller is not entering into the transactions described in this Agreement with an intent to defraud any creditor or to prefer the rights of one creditor over any other. Seller and Xxxxx have negotiated this Agreement at arms-length and the consideration paid represents fair value for the assets to be transferred. (g) All representations and warranties made by Seller under the Agreement shall be made as of the date of Closing to the best of Seller's actual knowledge and shall survive Closing for a period of 6 months. B...
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Related to Covenants and Warranties of Seller

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Covenants and Warranties Grantor represents, warrants, covenants and agrees as follows: (a) Grantor is now the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor to its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantor is bound. (c) During the term of this IP Agreement, Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor in the ordinary course of business or as set forth in this IP Agreement; (d) To its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantor shall promptly advise Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantor in or to any Trademark, Patent, Copyright, or Mask Work specified in this IP Agreement; (f) Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights, and Mask Works and promptly advise Lender in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld, unless Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantor shall take such further actions as Lender may reasonably request from time to time to perfect or continue the perfection of Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantor first has rights in such after acquired Intellectual Property Collateral, in favor of Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the Loan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Lender of its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Lender by or on behalf of Grantor with respect to the Intellectual Property Collateral is accurate and complete in all material respects. (k) Grantor shall not enter into any agreement that would materially impair or conflict with Grantor’s obligations hereunder without Lender’s prior written consent, which consent shall not be unreasonably withheld. Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Warranties of Seller With respect to each Transaction, Seller represents and warrants to Buyer on the Trade Date for each Product that such Product complies with any Applicable Program for which the Product is specified as so complying in the Product Order, and on the Delivery Date for each Product that: (i) Seller has good and marketable title to such Product; (ii) Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity;

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the Employee, and all such covenants, representations and warranties shall survive the Closing.

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller, severally and not jointly, represents and warrants to Buyer as follows:

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