Power, Authority, Execution and Delivery. Buyer and Seller each represents, covenants, and warrants to the other the following:
(a) each party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
(b) each party has sole power and authority, respectively, to acquire and own or convey, as the case may be, the Premises;
(i) the execution and delivery of this Agreement by the persons so acting on Buyer’s or Seller’s behalf, respectively, have been authorized by all necessary formal action of each party, and this Agreement is the legal, valid and binding obligation of each party respectively, enforceable in accordance with its terms and (ii) each party has obtained all requisite consents and approvals, whether required by internal operating procedures or otherwise, for entering into this Agreement and closing the transaction contemplated hereby;
(d) To Seller’s actual knowledge, Seller has not received notice that any actions, suits or proceedings of any third party are pending or threatened against or affecting Seller in any court or before or by any governmental agency, commission, board, or department or other instrumentality which would affect Seller’s ability to perform timely and fully its obligations under this Agreement;
(e) To Seller’s actual knowledge, there are no public improvement assessments and sewer connection charges, or other assessments and/or any unpaid installments thereof, which assessments and/or installments are due and payable, and have not been paid, or will be due and payable after the Closing;
(f) Seller has no trade names or trademarks consisting of or incorporating the name of the Premises;
(g) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
(h) As of the Effective Date, Seller has received no notices, within the last twelve (12) months, of any violation of any building, fire, environmental or health law, or ordinance or regulation of any federal, state or municipal governmental department, agency, board, or authority, relating to the Premises that have not been remedied or cured;
(i) To Seller’s actual knowledge, no eminent domain, condemnation, or other action or proceeding is pending against the Premises;
(j) no person has an unrecorded right of first refusal, option to purchase, or other right to purchase the Land or Premises pursuant to a written agreement to which Seller is a party; and
(k) to Seller’s actual knowledge witho...
Power, Authority, Execution and Delivery. Purchaser and Seller each represents and warrants to the other the following:
(a) Each party has full power and authority respectively, to acquire and own, or convey, as the case may be, the Premises, and that such acquisition or conveyance, as the case may be, does not and will not violate any provision of any law, judgment, writ, decree or order of any court or agency of government, applicable to Purchaser or Seller, as the case may be, or any provision of any agreement or other instrument to which Purchaser or Seller, as the case may be, is subject or bound, or conflict with, result in a breach of, or constitute a default (with or without due notice or lapse of time or both) under any such agreement or other instrument.
(b) The execution and delivery of this Agreement by the persons so acting on Purchaser's or Seller's behalf, respectively, have been authorized by all necessary formal action of each party, and this Agreement is the valid and legally binding obligation of each party, respectively, enforceable in accordance with its terms.
Power, Authority, Execution and Delivery. Buyer and Seller each represents and warrants to the other the following:
(a) each party has power and authority, respectively, to acquire and own or convey, as the case may be, the Premises;
(b) the execution and delivery of this Agreement by the persons so acting on Buyer’s or Seller’s behalf, respectively, have been authorized by all necessary formal action of each party, and this Agreement is the legal, valid and binding obligation of each party respectively, enforceable in accordance with its terms;
(c) each party is duly organized, is validly existing, and is in good standing in the state in which it was formed.
Power, Authority, Execution and Delivery. That the Corporation has full power and lawful authority to enter into this Debenture, to create and grant this Debenture, and has duly executed and delivered this Debenture and that the that the Corporation has full power and lawful authority to enter into the general security agreement between the Holder and the Corporation dated April •, 2008 (the "GSA"), and the security contemplated thereby and has duly executed and delivered the GSA.
Power, Authority, Execution and Delivery. Buyer has full right, power, legal capacity and authority to enter into and to perform its obligations under this Agreement, the Transaction Documents and instruments to be executed and delivered by it pursuant to this Agreement and to consummate the transactions contemplated herein and thereby. This Agreement has been duly executed and delivered by Buyer and constitutes, and the Transaction Documents and instruments, when duly executed and delivered by Buyer, will constitute, legal, valid, and binding obligations of Buyer and will be enforceable against Buyer in accordance with its terms.
