Records and Plans, Licenses and Permits and Warranties Sample Clauses

Records and Plans, Licenses and Permits and Warranties. The Records and Plans, the Licenses and Permits and the Warranties delivered to Buyer by Seller are all of such Licenses and Permits, Records and Plans and Warranties which are in the possession of Seller. Seller’s representations and warranties made in this Paragraph 17 shall be continuing and shall be true and correct as of the Close of Escrow with the same force and effect as if remade by Seller in a separate certificate at that time. The truth and accuracy of Seller’s representations and warranties made herein shall constitute a condition for the benefit of Buyer to the Close of Escrow (as elsewhere provided herein) and shall survive and shall not merge into, the Close of Escrow and the recording of the Assignment of Ground Sublease in the Official Records for nine (9) months after the Closing Date with the same force and effect as if remade by Seller in a separate certificate at that time, and Seller must be notified in reasonable detail of any claims related to breach of Seller’s representations and warranties within such nine (9) month period and suit shall be filed within twelve (12) months of such notification. Notwithstanding anything to the contrary set forth herein, following the Closing, Seller shall have no liability to Buyer for breach of any warranty or representation set forth in Section 17 or in the Seller Bring Down Certificate or for breach of any warranty, representation, indemnity (or act or omission giving rise to an indemnity obligation), covenant, agreement or other obligation of Seller under any of the documents and instruments delivered by Seller at or prior to the Close of Escrow identified in Paragraph 11 above, unless and except to the extent that the damages due to Buyer by reason of all such breaches, in the aggregate, exceed Fifty Thousand and 00/100 Dollars ($50,000.00) (in which event Buyer may pursue a claim from dollar one); PROVIDED, HOWEVER, in no event shall Seller be liable to Buyer for any consequential or punitive damages in respect of any such breach nor shall Seller be liable for any damages to Buyer whatsoever in respect of any such breach in excess of Seven Hundred Fifty Thousand 00/100 Dollars ($750,000.00) in the aggregate. All of Seller’s representations and warranties set forth in Section 17.1 shall be deemed to have been remade on and as of the Closing Date, and Seller shall deliver to Buyer at the Closing the Seller Bring Down Certificate, which certificate shall be subject to all limitations on liabilit...
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Records and Plans, Licenses and Permits and Warranties. The Records and Plans, the Licenses and Permits and the Warranties delivered to Buyer by Seller pursuant to Paragraph 6.1.2 are all of such Licenses and Permits, Records and Plans and Warranties which are in the possession of or reasonably available to Seller. Seller's representations and warranties made in this Paragraph 13 shall be continuing and shall be true and correct as of the Close of Escrow with the same force and effect as if remade by Seller in a separate certificate at that time. The truth and accuracy of Seller's representations and warranties made herein shall constitute a condition for the benefit of Buyer to the Close of Escrow (as elsewhere provided herein) and shall survive and shall not merge into, the Close of Escrow and the recording of the Deed in the Official Records for eighteen (18) months after the Closing Date with the same force and effect as if remade by Seller in a separate certificate at that time. Buyer shall not bring a claim for any breach of representations and warranties if, prior to the Close of Escrow, Buyer has actual knowledge of such breach and nevertheless proceeds to close.
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Related to Records and Plans, Licenses and Permits and Warranties

  • Licenses and Permits Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.

  • Compliance with Laws, Contracts, Licenses, and Permits Borrower will comply, and will cause Owner to comply, with (a) all applicable laws and regulations now or hereafter in effect wherever their business is conducted, including all Environmental Laws, (b) the provisions of all applicable operating agreements, charter documents and by laws, (c) all agreements and instruments to which Borrower or Owner is a party or by which Borrower or Owner or any of Borrower’s or Owner’s properties may be bound including the Basic Agreements and any leases, (d) all applicable decrees, orders, and judgments, and (e) all licenses and permits required by applicable laws and regulations for the conduct of Owner’s and Borrower’s business or the ownership, use or operation of Owner’s and Borrower’s properties. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Borrower or Owner may fulfill or be in compliance with any of its obligations hereunder or under any of the Loan Documents, Borrower will promptly take or cause to be taken all reasonable steps within the power of Borrower to obtain such authorization, consent, approval, permit or license and furnish Lender with evidence thereof.

  • Compliance with Laws; Licenses and Permits The Contractor shall comply with all applicable federal, state and local laws, ordinances, regulations, and resolutions. The Contractor shall be responsible for obtaining all licenses and permits necessary to perform the scope of services, at the Contractor’s expense, unless specifically stated otherwise in this Agreement.

  • Possession of Licenses and Permits The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

  • Assignment of Licenses and Permits Assign or transfer any of its interest in any Permits pertaining to any Mortgaged Property, or assign, transfer or remove or permit any other Person to assign, transfer or remove any records pertaining to any Mortgaged Property.

  • Licenses and Permits; Compliance with Laws Except as set forth in Section 5.N of the Disclosure Letter, Company holds all franchises, permits, licenses, variances, exemptions, orders and approvals of all governmental entities which are material to the operation of Company's business and is in compliance with the terms thereof. Company has complied with and is not in any default under (and has not been charged with or received notice with respect to, nor is threatened with or under investigation with respect to, any charge concerning any violation of any provision of) any federal, state or local law, regulation, ordinance, rule or order (whether executive, judicial, legislative or administrative) or any order, writ, injunction or decree of any court, agency or instrumentality and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failures to comply.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Compliance with Laws and Permits Each of the Credit Parties is in compliance in all material respects with all laws and regulations applicable to it and its business and assets, including Environmental Laws. Each of the Credit Parties holds all material permits, licenses, approvals, consents and other authorizations required under all such laws and regulations to own its assets and to carry on its business as now being or as proposed to be conducted.

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