Purchaser’s Covenants, Representations and Warranties. (A) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, Purchaser hereby covenants, warrants and represents to Seller as follows:
(i) The Purchaser is an Ohio limited liability company and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreement, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject.
(ii) The Purchaser is not a party to any litigation or administrative proceedings nor has Purchaser received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Purchaser’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement.
(B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, and Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each and all of said representations and warranties are true, correct and complete as of and with respect to that date.
(C) In the event that the Purchaser elects to conduct or make any physical inspections or evaluations (“Inspections”) of the Property, all such Inspections shall be conducted during normal business hours and Purchaser shall give Seller at least twenty-four (24) hours notice of such Inspections.
(D) In the event that the Purchaser elects to interview, convene or otherwise meet with the SNF’s employees at the Property, with the exception of the administrator of the SNF, Purchaser shall not do so until Purchaser has provided written notice to the Seller that the Purchaser has waived all conditions or contingencies to Closing.
(E) As soon as possible, b...
Purchaser’s Covenants, Representations and Warranties. The Purchaser covenants, represents and warrants to Seller that:
Purchaser’s Covenants, Representations and Warranties. WEB COPY
Purchaser’s Covenants, Representations and Warranties. As an inducement to Seller entering into this Agreement, Purchaser makes only the following Covenants, representations, and warranties:
7.1 Organization, Power, and Standing. Purchaser is a corporation duly organized and validly existing under the laws of the State of Texas, and has all requisite power to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
Purchaser’s Covenants, Representations and Warranties. (A) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, Purchaser hereby covenants, warrants and represents to Seller as follows:
(i) The Purchaser is a Georgia limited liability company and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreement, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject.
(ii) The Purchaser is not a party to any litigation nor is Purchaser aware of a threat of any litigation that would affect Purchaser’s right to enter into this Agreement or to consummate the transaction contemplated by this Agreement.
(B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, and Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each and all of said representations and warranties are true, correct and complete as of and with respect to that date.
Purchaser’s Covenants, Representations and Warranties. The Purchaser covenants and agrees that this Agreement is subordinate to and postponed to any mortgages, or Court Ordered Charges arranged by UC Leslieville, the Vendor or the Receiver and any advances thereunder from time to time, and to any easement, license or other agreement concerning the Condominium and the Condominium Documents. The Purchaser further agrees to consent to and execute all documentation as may be required by the Vendor in this regard and the Purchaser hereby irrevocably appoints the Vendor as the Purchaser’s attorney to execute any consents or other documents required by the Vendor to give effect to this Paragraph 14. The Purchaser hereby consents to the Vendor obtaining a consumer’s report containing credit and/or personal information for the purposes of this transaction. The Purchaser further agrees to deliver to the Vendor within ten (10) days of execution of this Agreement and then again from time to time, within ten (10) days of written demand from the Vendor, all necessary financial and personal information required by the Vendor in order to evidence the Purchaser’s ability to pay the balance of the Purchase Price on the Title Transfer Date, including without limitation, written confirmation of the Purchaser’s income and evidence of the source of the payments required to be made by the Purchaser in accordance with this Agreement. Without limiting the generality of the foregoing and notwithstanding any other provision in this Agreement to the contrary, within ten (10) days of written demand from the Vendor, the Purchaser agrees to produce evidence of a satisfactory mortgage approval signed by a lending institution or other mortgagee acceptable to the Vendor confirming that the said lending institution or acceptable mortgagee will be advancing funds to the Purchaser sufficient to pay the balance due on the Title Transfer Date. If the Purchaser fails to provide the mortgage approval as aforesaid, then the Purchaser shall be deemed to be in default under this Agreement. The Vendor may, in its sole discretion, elect to accept in the place of such mortgage commitment, other evidence satisfactory to the Vendor that the Purchaser will have sufficient funds to pay the balance due on the Title Transfer Date.
Purchaser’s Covenants, Representations and Warranties. 11.1. Purchaser makes the following covenants, representations, and warranties to Seller. Each covenant, representation, and warranty shall survive the execution and delivery of this Agreement and shall be true and correct in all material respects on the Closing Date, and no covenant, representation, or warranty shall be deemed to be merged with the conveyance herein contemplated:
Purchaser’s Covenants, Representations and Warranties. Purchaser represents and warrants to Seller, and covenants with Seller, with the understanding that each such representation, warranty and covenant (i) is material and being relied upon by Seller, (ii) is made as an inducement to Seller to enter into this Agreement and consummate the transaction contemplated hereby, (iii) is true in all respects as of the date of this Agreement, and (iv) shall be true in all respects on the Closing Date, that:
Purchaser’s Covenants, Representations and Warranties. The Purchaser covenants and agrees that this Agreement is subordinate to and postponed to any mortgages arranged by the Vendor and any advances thereunder from time to time, and to any easement, license or other agreement concerning the Condominium and the Condominium Documents. The Purchaser further agrees to consent to and execute all documentation as may be required by the Vendor in this regard and the Purchaser hereby irrevocably appoints the Vendor as the Purchaser's attorney to execute any consents or other documents required by the Vendor to give effect to this paragraph. The Purchaser hereby consents to the Vendor obtaining a consumer's report containing credit and/or personal information for the purposes of this transaction. The Purchaser further agrees to deliver to the Vendor, within ten (10) days of written demand from the Vendor, all necessary financial and personal information required by the Vendor in order to evidence the Purchaser's ability to pay the balance of the Purchase Price on the Closing Date, including without limitation, written confirmation of the Purchaser's income and evidence of the source of the payments required to be made by the Purchaser in accordance with this Agreement.
Purchaser’s Covenants, Representations and Warranties. Purchaser ------------------------------------------------------ represents and warrants to Seller, that to the best of Purchaser's knowledge:
13.1 Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the state of Idaho, and has the full power and authority to execute and deliver this Agreement and to perform and carry out all covenants and obligations to be performed and carried out by Purchaser hereunder.
13.2 This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its respective terms.
13.3 No consent, approval, authorization, registration, qualification, designation, declaration, or filing with any governmental authority is required in connection with the execution and delivery of this Agreement by Purchaser.
13.4 The execution, delivery, and performance of this Agreement by Purchaser and the consummation of the transaction contemplated herein will not constitute or result in the violation or breach by Purchaser of any judgment, order, writ, injunction, or decree issued against or imposed upon Purchaser, or result in the violation of any applicable law, rule, or regulation of any governmental authority.
13.5 There are no actions, suits, proceedings, or investigations pending, or to the best of Purchaser's knowledge, threatened against Purchaser, which question the validity or enforceability of the transaction contemplated herein.
