Covenants, Representations and Warranties of Seller. Seller hereby covenants, represents and warrants to Purchaser as follows:
Covenants, Representations and Warranties of Seller. Seller covenants, represents and warrants to the Parent that:
a. Seller has full power and capacity to execute and deliver this Proxy Agreement.
b. This Proxy Agreement has been duly executed and delivered by Seller, and assuming due execution and delivery hereof by Parent, this Proxy Agreement is a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies.
c. On the date hereof, Seller has, and through the Closing Date Seller will have, full record and beneficial ownership of the Shares listed opposite Seller's name on Appendix 1, free and clear of all liens, encumbrances, security interests, rights, claims or equities of any nature whatsoever (including without limitation any voting rights granted to any third party with respect to such Shares).
d. Seller will not grant to any person or entity (other than to Parent) any proxy with respect to voting of the Shares.
e. If, for any reason whatsoever, the proxy granted hereby is ineffective, or upon written request by Parent, Seller agrees to vote all of Seller's Shares in favor of the Merger Agreement and the transactions contemplated thereby.
f. Neither the execution and delivery of this Proxy Agreement nor the consummation of the transactions contemplated hereby will violate or result in any violation of, or be in conflict with or constitute a default under, or require the consent of any person under any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to Seller. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Proxy Agreement by Seller or the performance by Seller of its obligations hereunder.
g. In connection with the Merger Agreement, Seller will furnish to the Parent information with respect to Seller as may be reasonably requested by Parent and as may be required to comply with Applicable Laws.
h. Except as required by Applicable Law, Seller will not, in any capacity, make any public announcement regarding this Proxy Agreement or the Merger without the written consent of Parent.
i. Seller will promptly take such steps, if any, as may be required insofar as Seller is concerned with respect to...
Covenants, Representations and Warranties of Seller. The ---------------------------------------------------- Seller makes the following representations on which the Insurer shall be deemed to have relied in executing and delivering the Note Policy, on which the Issuer is deemed to have relied in acquiring the Receivables, on which the Trustee is deemed to have relied in issuing the Note and on which the Noteholders are deemed to have relied in purchasing the Notes. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture. The Seller represents, warrants, and covenants:
Covenants, Representations and Warranties of Seller. 3.1 The Seller hereby represents and warrants that this Amendment has been duly executed and delivered by the Seller. This Amendment is the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.
3.2 The Seller hereby represents and warrants that, to the best of its knowledge, as of the date hereof, no Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by the Seller of this Amendment.
Covenants, Representations and Warranties of Seller. Seller represents covenants and warrants to Buyer as following, as of the date hereof and as of the Closing:
6.01 Seller are corporations, duly organized and validly existing under the laws of the State of Nevada.
Covenants, Representations and Warranties of Seller. Seller covenants, represents and warrants to Buyer as follows and acknowledges that Buyer is relying upon such covenants, representations and warranties in entering into this instrument:
(a) Seller is the legal and beneficial owner of the Schedule A Equipment and has the right to transfer full and clear title to the Assets to Buyer. The Assets are free and clear of all liens, encumbrances, claims and other debts of any kind or character, except for amounts still due and payable for the Schedule B Equipment as shown on Schedule B.
(b) The Schedule A Equipment is in new condition and has never been operated except for certain components which have been refurbished to like-new condition. All of the Schedule A Equipment is in good operating condition and repair, and is suitable for immediate use for its intended purpose.
(c) Seller has not taken any action or failed to take any action that would adversely impact the warranties on any of the Equipment. Without limiting the generality of the foregoing, all manufacturer warranties, if any, on the Equipment are being transferred and assigned to Buyer unimpaired by any action or failure to take action on the part of Seller. Original copies of all such warranties shall be delivered by Seller to Buyer on or before January 31, 2009. Seller agrees to provide whatever assistance is required, necessary or beneficial incident to assisting Buyer in enforcing such warranties.
(d) The Equipment is not in any manner encumbered by any liens or claims arising out of unpaid taxes. Seller has paid all personal property taxes believed to be due and payable with respect to the Equipment. Notwithstanding the foregoing, Seller has not paid any sales tax on the Equipment in the State of Texas because the Equipment has or will be exported. Any taxes due on or arising out of the transfer of the Equipment out of the State of Texas shall be the obligation of Buyer.
(e) The amounts actually paid by Seller for the Schedule A Equipment are fully and accurately set forth in Schedule A. The amounts still due and payable for the Schedule B Equipment are fully and accurately set forth in Schedule B. The funds paid by Seller as a deposit in connection with the Equipment Orders for the Schedule B Equipment are fully and accurately set forth in Schedule B. Seller will furnish to Buyer evidence of all Equipment Orders reasonably acceptable to Buyer on or before January 31, 2008.
(f) There is no state of facts or circumstances known to Seller and not...
Covenants, Representations and Warranties of Seller. Seller and Purchaser agree that, except as expressly provided herein, the Property is being conveyed to Purchaser in an "AS IS" condition, without representation or warranty by Seller. Notwithstanding the foregoing, as an inducement to Purchaser to enter into and perform this Agreement, Seller represents and warrants to, and covenants with, Purchaser, as of the date of this Agreement and thereafter in accordance with Paragraph 7(w), as follows:
(a) Legal and Beneficial Title. Seller is the sole entity holding good and indefeasible fee simple title to the Property, free and clear of all liens and encumbrances except as set forth in the Title Commitment.
(b) Due Authorization and Execution and Validity, Binding Effect and Enforceability. This Agreement has been duly authorized and executed by Seller and is a valid and binding obligation of, and is enforceable, in accordance with its terms, against Seller. The documents delivered to Purchaser at Closing will be duly authorized and executed by Seller and will be a valid and binding obligation of, and will be enforceable in accordance with their terms against, Seller.
Covenants, Representations and Warranties of Seller. In addition to the representations and warranties contained elsewhere in this Agreement, Seller makes the following representations, warranties and covenants as of the Effective Date and as of the date of Closing, each of which is material, is relied upon by Buyer, and shall be true and correct as of the Effective Date and as of the date of Closing:
(a) The Company is a Delaware limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite power to conduct its business and to own and develop the Property.
(b) Seller owns all of the Membership Interests of the Company and none of the Membership Interests are subject to any security interests, liens, pledges, charging orders, encumbrances or other claims. The Membership Interests have been duly and validly issued and are fully-paid and non-assessable. Seller is the record and beneficial owner of all of the Membership Interests, the Membership Interests constitute 100% of all of the issued and outstanding Membership Interests of Company, and there are no options, warrants, convertible securities, subscriptions or other agreements under which Company may be obligated to issue membership interests or any other equity securities. Seller owns and at Closing will have the absolute right to sell, assign and transfer the Membership Interests to Buyer, free and clear of any security interests, liens, pledges, charging orders, encumbrances, other claims, buy-sell agreements, rights-of-first refusal, or rights of others whatsoever. The Membership Interests are owned as set forth in Exhibit D.
(c) As of the Closing, there will be no outstanding debts, liabilities, undertakings, performances, commitments or other obligations of the Company of any nature, whether absolute, accrued, contingent, or otherwise, and whether known or unknown, and whether due or to become due, and whether in contract, tort or otherwise, except for the Liabilities set forth on Exhibit C.
(d) The financial reports and financial statements, the Company tax returns and all other Company financial information previously delivered to Buyer under Section 4, if any, are complete and accurate in all material aspects, are in accordance with the books and records of the Company, represent fairly the financial condition and result of operation of the Company for the periods covered thereby, are prepared in accordance with generally accepted accounting principles consi...
Covenants, Representations and Warranties of Seller. 9.1 Seller hereby makes the following covenants, warranties and representations to ASR Parties:
9.1.1 Seller is the owner of the Property and has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.
9.1.2 To the best of Seller's knowledge, Seller possesses all licenses, permits and certificates of occupancy. necessary or appropriate to own and operate the Property as an apartment complex.
9.1.3 Seller has no knowledge of any aspect or condition of the Property or the current use of the Property which violates applicable laws, rules, regulations, codes, or covenant, conditions, or restrictions, or of improvements or alterations made to the property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company that any work of investigation, remediation, repair, maintenance or improvement is to be performed on the Property.
9.1.4 Prior to Closing, Seller will not violate or modify, orally or in writing, any existing lease or other agreement relating to the Property, or create any new leases or other agreements affecting the Property except in the ordinary and normal course of business on a basis consistent with Seller's past practice in operation of the Property, or create any new leases which would violate the representations contained in subsection 9.1.6 below, provided that Seller may enter into month-to-month rental agreements which are terminable on not more than 30 days notice or after Closing. The provisions of this Section shall not be taken to prevent Seller from continuing, prior to Closing, to lease the apartments for such terms not exceeding nine months, and at such rental rates as are consistent with Seller's current practices in the ordinary and normal course of its business in operating the Property.
9.1.5 Seller has no knowledge of any actions, suits, or proceedings pending or threatened before any commission, board, bureau, agency, instrumentality, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize the Property.
9.1.6 Each Rent Roll is true and accurate in all material respects. To the best of Seller's knowledge, and except as shown in any Rent Roll, all tenant leases are in full force and effect; there are no material breaches thereof by either Seller or, to the best of Seller's knowledge, any tenant; no rent is...
Covenants, Representations and Warranties of Seller. 6 (a) Authority............................................... 6 (b)
