General Representations and Warranties of Buyer. As of the date hereof, and as of each Settlement Date, Buyer represents and warrants as follows:
General Representations and Warranties of Buyer. Buyer represents and warrants to the Seller and Shareholder as follows:
General Representations and Warranties of Buyer. Buyer represents and warrants to Seller, that:
General Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows: 5.
4.1. Buyer is a corporation duly organized, existing and in good standing under the laws of the state of its incorporation or formation; and it possesses the requisite corporate or other authority to enter into this Agreement and consummate all transactions contemplated hereby.
General Representations and Warranties of Buyer. 23 -----------------------------------------------
General Representations and Warranties of Buyer. On the date of execution of this Agreement and again as of each Closing Date, Buyer represents and warrants to Sellers as set forth below:
General Representations and Warranties of Buyer. Buyer ----------------------------------------------- represents and warrants to Seller as follows:
5.4.1. Buyer is a corporation duly organized, existing and in good standing under the laws of the state of its incorporation or formation; and it possesses the requisite corporate or other authority to enter into this Agreement and consummate all transactions contemplated hereby.
5.4.2. The execution, delivery and performance of this Agreement has been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Buyer.
5.4.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not and will not be a breach, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Buyer is a party or otherwise subject.
5.4.4. Neither the sale of Loans, nor the consummation of the transactions contemplated by this Agreement, are or will result in a violation of any applicable federal, state or local law, rule or regulation.
5.4.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Buyer, and enforceable against Buyer in accordance with its terms.
5.4.6. To the best of Buyer's knowledge, as of the date of this Agreement, there is no pending or threatened litigation, adverse claim or action of any kind or nature, which, if decided against Buyer, would materially and adversely affect Buyer's ability to perform its obligation pursuant to this Agreement. Buyer agrees to promptly notify Seller of the subsequent existence of any such pending or threatened litigation, adverse claim or action.
5.4.7. Buyer has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described this Agreement. Buyer agrees to indemnify and hold Seller harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Buyer in connection with the transactions contemplated by this Agreement.
General Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:
a. That no consent, approval or authorization by any individual or entity or by any court, administrative agency or other governmental authority is required in connection with the execution and delivery by Buyer of this Agreement or any other documents required to be executed or delivered by Buyer pursuant hereto, or the consummation of the transactions contemplated thereby. The consummation of the transactions contemplated hereby will not result in any breach of, nor constitute a default under, any mortgage, deed of trust, lease, bank loan, or credit agreement or other instrument to which Buyer is a party, or by which Buyer is bound or affected.
b. That the signatories to this Agreement on behalf of Buyer have full legal authority to execute the same and to bind Buyer thereby, without the necessity of any further action, and that Seller is entitled to rely thereon.
c. That Buyer acknowledges that this is a binding contract to buy the Property, and Buyer's obligation to purchase is not contingent upon its obtaining satisfactory financing to fund any or all of the purchase price and that Buyer has sufficient funds to close this sale in accordance with this Agreement. If Buyer is comprised of two or more parties, they shall be jointly and severally obligated under this Agreement.
General Representations and Warranties of Buyer. Surviving Corporation represents and warrants to Shareholders of the Merged Corporation, that:
General Representations and Warranties of Buyer. Surviving Corporation and IVI represent and warrant to Shareholders of the Merged Corporation, that:
