Other Seller's Representations Sample Clauses

Other Seller's Representations. (a) To Seller's knowledge, except as listed in Exhibit L attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after the Closing. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which cannot be terminated on thirty (30) days' advance written notice other than Exhibit L. (c) To Seller's knowledge, except as listed on Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant of the Property is the tenant listed in Exhibit M attached hereto and incorporated herein by this reference. (e) Subject to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution of the Lease or due in connection with any renewal or extension of the Lease.
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Other Seller's Representations. To Seller's knowledge (as such term is hereinafter defined): (a) Except as listed in EXHIBIT P attached hereto and incorporated herein by this reference, Seller has not received any written notice of pending or threatened litigation against Seller (including any condemnation) which would, if determined adversely to Seller, adversely affect the Property. (b) Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which will be binding upon Buyer after the Closing other than the Contracts listed in EXHIBIT B attached hereto. (c) Seller has not received any written notice of default under the terms of any of the Contracts except as listed in EXHIBIT P attached hereto. (d) As of the date of this Agreement, the only tenants of the Property are the tenants listed in EXHIBIT J attached hereto and incorporated herein by this reference. Except as listed on EXHIBIT P, Seller has not received from or delivered to any tenant of the Property a notice of default under the terms of its lease, which default has not been cured.
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Other Seller's Representations. To Seller's knowledge (as such term is hereinafter defined): (a) Except as listed in Exhibit L attached hereto and incorporated herein by this reference, Seller has not received any written notice of pending litigation against Seller which would, if determined adversely to Seller, adversely affect the Property. (b) Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which will be binding upon Buyer after the Closing other than the Contracts listed in Exhibit B attached hereto. (c) Seller has not received any written notice of default under the terms of any of the Contracts or Leases except as listed in Exhibit L attached hereto. (d) As of the date of this Agreement, the only tenants of the Property are the tenants listed in Exhibit H attached hereto and incorporated herein by this reference.
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Other Seller's Representations. (a) Except as set forth on Exhibit L, there is no current or pending litigation against Seller of which Seller has received written notice and which, in the reasonable judgment of Seller, if determined adversely to Seller, would materially adversely affect the Property. (b) As of the date of this Agreement, except for (A) contracts, subcontracts and agreements set forth on Exhibit B (collectively, the "Contracts"), (B) leases with tenants of the Property as set forth on Exhibit M, and (C) matters, agreements and instruments of record, Seller has not entered into any contracts, subcontract or agreements affecting the Property that will be binding upon Buyer after the Closing. (c) Except as disclosed on Exhibit L, Seller has not received any written notice of default from any parties to the Contracts which has not been cured by Seller. (d) As of the date of this Agreement, the only tenants under leases or other occupancy agreements at the Property are the tenants disclosed on Exhibit M. (e) Seller has no employees at the Property, all of such employees being employees of the Seller's property manager. (f) Except as disclosed on Exhibit L, as of the date of this Agreement, Seller has not received any written notice from any governmental authority with respect to the violation of any zoning law or ordinance applicable to the Property which has not been cured by Seller. (g) The Documents contain true, correct and complete copies of all Leases, the Ground Leases, a rent roll and any notices of landlord default given by tenants at the Property.
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Other Seller's Representations. To the best of Seller's Knowledge (as such term is hereafter defined): (a) Except as listed in EXHIBIT M annexed hereto, Seller has not received any actual (as opposed to constructive) notice of pending or threatened litigation against the Seller which would materially and adversely affect the Property. (b) Except as listed in EXHIBIT N annexed hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning, building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property. (c) Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which will be binding upon the Buyer after the Closing other than the Service Contracts listed in EXHIBIT O annexed hereto. (d) Except as disclosed in the schedule described in Section 6.4(e), there are no defaults under any of the Leases for which Seller obtained a tenant estoppel letter which is dated more than forty-five (45) days prior to the Option Closing Date.
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Other Seller's Representations. To Seller’s Knowledge (as such term is hereinafter defined):
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Other Seller's Representations 
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Related to Other Seller's Representations

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

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