Representation by Seller Sample Clauses

Representation by Seller. Seller represents and warrants to Buyer as follows: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller is authorized to consummate the Transaction and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Seller, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, tax appeals or environmental investigations against Seller or the Property and to the best of Seller’s knowledge there is no pending litigation, tax appeals or environmental investigations against Seller or the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any of the Contracts and to the best of Seller’s knowledge there is no outstanding, uncured default under the terms of any of the Contracts; (e) Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and to the best of Seller’s knowledge there are no such violations; (f) The Personalty to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller, except as a result of loan instruments securing a loan that shall be paid in full by Seller at or prior to Closing; (g) With respect to the Lease: (i) attached hereto as Schedule 11(g) is a true, correct and complete copy of the Lease; (ii) the Lease is in full force and effect; (iii) there are no uncured monetary defaults by Tenant under the Lease and...
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Representation by Seller. Seller represents and warrants to Buyer as of the Effective Date that: 24.2.1 Seller is a corporation duly formed and validly existing under the laws of the State of Delaware; Seller has the power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged in; and Seller is duly qualified to do business in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary. 24.2.2 The execution, delivery and performance by Seller of the Agreement has been duly authorized by all necessary corporate action and does not and will not: (i) require any further consent or approval of the management or the Board or Directors of Seller; (ii) contravene Seller's certificate of incorporation, by-laws or other organizational or governing documents of Seller; (iii) violate any provision of any Applicable Law presently in effect having applicability to Seller; (iv) constitute a default under or give rise to any right of termination, cancellation or acceleration of any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Seller is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any lien, upon or with respect to any of the properties now owned by Seller, except, in each case, for such matters for which non-compliance with the foregoing would not have a material adverse effect on Seller. 24.2.3 This Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, moratorium, insolvency, or other similar laws affecting creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Sample 1
Representation by Seller. The Seller represents, covenants and warrants to Buyer as follows: (a) All Customer Accounts included in the Assets are Current Active Accounts. "Current Active Accounts" shall mean customers with balances less than 90 days past invoice date who are in possession of equipment and have not given verbal or written notice of cancellation.
Sample 1
Representation by Seller. The Seller hereby represents that, as ------------------------ of the date hereof, (i) Seller has good title to the Shares; (ii) Seller has full right and power to sell the Shares; and (iii) the Shares shall be transferred free and clear of any lien, pledge, security interest, encumbrance or claim of any kind whatsoever.
Sample 1
Representation by Seller. 5.1. The Seller has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform its obligations and comply with the terms & conditions of this Agreement and to advertise, supply and sell the Specified Products on eStore as contemplated hereunder. 5.2. The Seller has procured all necessary registrations/permits/authorizations as required under applicable laws for sale of Specified Products through eStore and shall provide satisfactory proof about the registrations/permits/authorizations as and when demanded by BFDL. 5.3. The Seller shall be solely responsible for payment of applicable taxes with respect to the sale of the Specified Products to the relevant government authorities in a timely manner and BFDL shall neither be responsible nor be held liable for any non-compliance/contravention of applicable tax laws by the Seller. The Seller hereby agrees to keep BFDL harmless and indemnified in this regard. The indemnity obligations of the Seller contained herein shall survive the termination of the Agreement. 5.4. Seller represents that the Specified Products advertised for sale by the Seller on eStore are either manufactured by the Seller or are sourced/ purchased by the Seller from third party owner/manufacturer/suppliers (“Suppliers”). In the event the Seller purchases the Products from the Supplier, the Seller shall furnish a no objection certificate from the owner/manufacturer/suppliers of the Products in the format provided by the BFDL and annexed to this Seller Agreement. 5.5. The Seller has a valid, clear and marketable title to all the Specified Products being displayed, advertised and sold through eStore under the terms of this Agreement and that the listing price of Product is accurate, current, and complete and does not contain any hidden charges or is not misleading or otherwise deceptive. 5.6. All the Products are genuine, merchantable, marketable and of the same quality and nature as described by the Seller to BFDL for display on eStore and that the Specified Products are not counterfeit products. 5.7. The Seller has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Specified Products for display and advertise of sale on eStore. 5.8. Further, Seller agrees and undertakes that none of the Specified Products or related materials: (a) is grossly harmful, harassing, blasphemous, defamatory, obs...
Sample 1
Representation by Seller. Seller represents and warrants that it ------------------------ has valid title to the Shares free and clear of all liens, encumbrances, interests and claims (collectively, "Liens") and that it has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares free and clear of all Liens as contemplated herein.
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Representation by Seller. The SELLER represents and warrants: A. The only continuing contract to be assumed by the BUYER are:
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Representation by Seller. (i) Seller represents that the real property to which the water rights depicted on Exhibit B are appurtenant are free of any liens, deeds of trust or encumbrances of any kind. In the event encumbrance of any kind exists, Seller shall take the necessary steps to remove such encumbrance. Seller shall, at its sole effort and expense, complete the chain of title in the Nevada State Engineer's office prior to the close of escrow. (ii) Seller represents that all water rights are in good standing, and that it has utilized and placed the water rights to beneficial use within the last five-year period. Seller shall take all steps necessary to preserve the water rights (iii) Seller represents that the water rights are in good standing with the Nevada State Engineer, and title is vested in Seller's name. (iv) Members of Seller's limited liability shall approve, by a majority vote, the terms and conditions of this Agreement.
Sample 1

Related to Representation by Seller

  • Representation by Engineer The Engineer represents that its firm has no conflict of interest that would in any way interfere with its or its employees’ performance of services for the department or which in any way conflicts with the interests of the department. The Engineer further certifies that this agreement is not barred because of a conflict of interest pursuant to Texas Government Code, Section 2261.252, between it and the State. Specifically, the Engineer certifies that none of the following individuals, nor any or their family members within the second degree of affinity or consanguinity, owns 1% or more interest, or has a financial interest as defined under Texas Government Code, Section 2261.252(b), in the Engineer: any member of the Texas Transportation Commission, TxDOT’s Executive Director, General Counsel, Chief of Procurement and Field Support Operations, Director of Procurement, or Director of Contract Services. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the department's interests.

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

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

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the terms and conditions of the Promissory Notes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Promissory Notes and the Company. (f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes. (h) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

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