FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER Sample Clauses

FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. 8.1 All representations and warranties made in this Agreement by Sellers and Buyer shall be true as of Closing as fully as those such representations and warranties had been made on or as of Closing, and, as of Closing, Sellers and Buyer shall not have violated or failed to perform in accordance with any covenant contained in this Agreement. 8.2 At Closing, no suit, action, or other proceeding shall have been threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the contemplated transactions.
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FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to enter into this Agreement and for the benefit of Purchaser, Seller further represents and warrants as follows:
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FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Seller further represents, warrants, and acknowledges to Buyer as follows:
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FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Seller agrees to maintain its normal operations, including, but not limited to, maintaining current levels of membership sales prices, during the pendency of this transaction and further agrees that it will sign no other agreement for the purchase or other disposition of the assets during the Due Diligence period. Upon reasonable notice, seller agrees to supply reasonable access, during regular business hours to buyer during the Due Diligence period to all of its usual and normal business records for its operations during the three (3) years immediately prior to the date of this Agreement. Usual and normal business records include, but are not limited to (in the possession of seller and any agents and professionals), all books and records of seller, all general ledgers, bookkeeping records, audit and accounting work papers and notes, financial statements, worksheets, spreadsheets, budgets, projections, price lists, client lists, employee, client and independent contractor agreement, contracts and files, advertising and promotional materials, bank records and statements, business licenses, franchise agreements, real and personal property leases, conditional use and other permits, professional or trade licenses, tax returns, third party creditor and supplier files; correspondence with third parties regarding business and/or legal matters of seller; equipment sale, lease, maintenance and repair records; in sum, any information of a material nature in assisting buyer in determining whether to move forward with this transaction and to determine what assets to purchase. Seller represents and warrants that it will supply buyer with all relevant due diligence materials in a complete, timely and good faith manner. Seller represents and warrants that it will reveal (during the Due Diligence period) all debts and legal obligations owed to anyone or anything regarding seller and the businesses and the assets, as well as any pending or threatened claims or legal actions, including compliance with all applicable provisions of the Bulk Sales Act. Seller represents and warrants that seller has operated and is operating the businesses in accordance with all applicable laws and regulations and that any required franchise agreements, licenses and permits are currently in force and fully transferable (to the best of seller’s knowledge) to Buyer. Seller represents and warrants that it has the legal right to enter into this transaction and to do so will not infringe upon the ri...
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FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. 6.1. Organization and Authority of Seller. Each of 36 6.2. Ability to Carry Out the Agreement. 36 6.3. Ownership 37 6.4. No Undisclosed Intercompany Claims 37 7.1. Organization and Authority of Purchaser. Each of 37 7.2. Ability to Carry Out the Agreement. Neither 38 7.3. Financial Ability to Perform. 38 7.4. Brokers and Intermediaries. 38 7.5. Investment. 38 8.1. Access and Information. 39 8.2. Regulatory Filings. 39 8.3. Conduct of Business; Intercompany Accounts. 40 8.4. Employee Matters. 42 8.5. Tax Matters. 44 8.6. Non-solicitation 47 8.7. Books and Records 48 8.8. Announcements 48 8.9. Commercially Reasonable Efforts 48 8.10. Environmental and Geological Due Diligence 48 8.11. Estoppel Certificates 49 8.12. Transition Services 49 . 49 Table Of Contents 8.13. Substitute Letters of Credit 49 8.14. Certain Payments to Seller 50 8.15. Exclusive Distribution Agreement 50 8.16. Regulatory Objectives 50 9.1. Representations and Warranties 50 9.2. Agreements 51 9.3. Purchaser Certificate 51 9.4. No Injunction 51 9.5. Consents 51 9.6. Non-Compete Agreement; Distribution Agreement 51 9.7. Opinion of Purchaser’s Counsel 51 9.8. Miscellaneous Closing Deliveries 51 9.9. Conveyances to Seller or Seller’s Guarantor 52 10.1. Representations and Warranties 52 10.2. Agreement. 53 10.3. Seller Certificate. 53 10.4. No Injunction. 53 10.5. Consents. 53 10.6. Title Policies. 53 10.7. Non-Compete Agreement; Distribution Agreement. 53 10.8. Opinion of Seller’s Counsel. 53 10.9. Termination of Guarantees and Releases 53 10.10. Releases of Encumbrances 54 10.11. Certain Liabilities 54 10.12. Miscellaneous Closing Deliveries 54 10.13. Absence of Change. 54 10.14. Newport Supply Agreement 54 10.15. Code Section 897 Certification. 54 10.16. Environmental Matters 55 10.17. Geological Surveys. 55 10.18. Zoning Letters. 57 10.19. Pettinos Transactions. 57 10.20. Rich Hill and Springfield Pike Surveys. 57 10.21. Conveyances from Seller and Seller’s Guarantor. 58 Table Of Contents
Sample 1
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise set forth in the Schedule relating to the specific representation or warranty, or in any other Schedule where the applicability to the specific representation or warranty of the information set forth on such other Schedule is reasonably apparent, Seller represents and warrants to Purchaser that:
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Related to FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER

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

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

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

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

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

  • Further Representation and Warranties of the Company For so long as any securities issuable hereunder held by the Investor remain outstanding, the Company acknowledges, represents, warrants and agrees that it will maintain the listing of its Common Stock on the Principal Market.

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • 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.

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