Representation and Warranties of Seller. The Seller represents and warrants to the Purchaser:
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola that:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interest...
Representation and Warranties of Seller. To induce Buyer to execute, deliver and perform this Agreement, Seller hereby represents and warrants to Buyer on and as of the Contract Date and, by an update certificate to be delivered at closing, on and as of the Closing Date, as follows:
Representation and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer as of the date hereof:
Representation and Warranties of Seller. Seller hereby represents, warrants, covenants, and agrees to and with Purchaser as follows:
Representation and Warranties of Seller. 6.1 Status and Authority of Seller 6.2 Action of Seller 6.3 No Violations of Agreements 6.4 Litigation 6.5
Representation and Warranties of Seller. To induce Buyer to execute, deliver and perform this Agreement, Seller hereby represents and warrants to Buyer the following on and as of the Contract Date:
Representation and Warranties of Seller. Seller represents and warrants to Buyer as follows:
A. Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and qualified as a foreign corporation to do business in the jurisdiction in which the Property is located. All necessary corporate action has been taken to authorize the execution, delivery and performance of this Agreement and of the other documents, instruments and agreements provided for herein.
B. The person or persons who have executed this Agreement on behalf of Seller are duly authorized to do so.
C. The Property and the existing use thereof and the condition thereof does not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building or fire code applicable to the Property.
D. There is no pending or, to Seller's knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of the Property.
E. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing.
F. To the best of Seller's knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to the Property.
G. The Property is a separate parcel for real estate tax assessment purposes.
H. To the best of Seller's knowledge, all of the information furnished to Buyer pursuant to the terms of the Commitment regarding the Property is true, complete and correct. All of the representations, warranties and agreements of Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and shall be reaffirmed and repeated in writing at and as of the Closing Date, but not subsequent to the Closing Date, and shall survive the Closing Date.
Representation and Warranties of Seller. Seller represents and warrants the following to Buyers as of the Effective Date and as of the Closing:
Representation and Warranties of Seller a. Seller is an individual who has the power to own his properties and to carry on his business as it is now being conducted.
b. There are no liabilities and there is no indebtedness of Seller which, in any way, would impair the right of Seller to enter into this Mineral Agreement or to perform under it.
c. There are no pending or threatened claims, made on behalf of anyone against Seller, or the mineral property, nor are there pending or threatened actions, suits, proceedings or investigations against or affecting seller, or the mineral property, at law or in equity, before any federal, state or local court, board or other governmental or administrative agency.
d. Seller is not in violation of any law, regulation or rule, or of any writ, judgment, injunction, order or decree of any court or government authority.
e. Seller has the requisite authority to execute, deliver and perform this Mineral Agreement and all other agreements or instruments to be executed by Seller pursuant to this Mineral Agreement. This Mineral Agreement constitutes, and such other agreements and instruments will constitute, the legal, valid and binding obligation of Seller which are or will be enforceable against Seller in accordance with their respective terms.
f. The execution, delivery and performance of the Mineral Agreement will not result in the violation of any statute, regulations, judgment, writ, injunction or decree of any court or other agency.
g. The representations and warranties contained in the Paragraph 7 shall be true, on and as of the closing date, with the same force and effect as though made on and as of the closing date, and shall survive and remain in effect following the closing date.
