REPRESENTATIONS AND COVENANTS OF BUYER Sample Clauses
REPRESENTATIONS AND COVENANTS OF BUYER. The Buyer represents and warrants as follows:
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to CPA:14, as follows:
A. Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware.
B. Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer.
C. There is no legal action pending or to Buyer’s knowledge threatened in writing against Buyer which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement.
D. The execution and delivery of this Agreement and the Transfer Documents by Buyer, and the consummation by Buyer of the transaction contemplated hereby and thereby does not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority by which Buyer or REIT II is bound, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Buyer or REIT II or any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Buyer or REIT II is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Buyer or REIT II is bound.
E. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer.
F. Buyer has at all times been in material compliance with and will continue to be in material compliance through the Closing Date with (a) the Patriot Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations cont...
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to Seller, as follows:
A. Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Virginia and is qualified to do business in the state(s) in which it is required to be so qualified.
B. Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer.
C. There is no legal action pending or to Buyer's knowledge threatened against Buyer which would affect the ability of Buyer to carry out the transactions contemplated by this Agreement.
D. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer.
E. Buyer acknowledges that, by the end of the Inspection Period, Buyer will have had sufficient opportunity to inspect the Property at its expense in order to ascertain to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws, codes and regulations.
F. Buyer acknowledges that, by the end of the Inspection Period, Buyer will have had sufficient opportunity to review the Leases, Contracts, expenses and other matters relating to the Property in order to determine, based upon its own investigations, inspections, tests and studies, whether to proceed to Closing. All representations, covenants and warranties of Buyer set forth in this Agreement shall be effective, valid, true and correct on the Closing Date of and shall survive the Closing for nine (9) months.
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to Sellers, as follows:
A. Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware.
B. Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer.
C. There is no legal action pending or to Buyer’s knowledge threatened against Buyer which would materially affect the ability of Buyer to carry out the transactions contemplated by this Agreement.
D. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer.
E. Buyer has at all times been in compliance with and will continue to be in compliance through the Closing Date with (a) the Patriot Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import.
F. Buyer has, and shall have, sufficient resources available to consummate all the transactions contemplated hereby, including paying the Purchase Price to Sellers in cash. All representations and warranties of Buyer set forth in this Agreement and the conditions and circumstances contained herein shall be effective, valid, true and correct on the Closing Date and the representations and warranties of Buyer shall survive the Closing for a period of six (6) months.
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer warrants and represents to and covenants with JMS as follows:
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly --------------------------------------- covenants, represents and warrants to Sellers, as follows:
A. Buyer is a duly formed and validly existing limited partnership in good standing under the laws of the State of Delaware.
B. Buyer has full power and authority to execute and deliver this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer.
C. There is no legal action pending or to Buyer's knowledge threatened against Buyer which would materially affect the ability of Buyer to carry out the transactions contemplated by this Agreement.
D. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer.
REPRESENTATIONS AND COVENANTS OF BUYER. (a) Buyer hereby covenants and agrees with Seller as follows:
(i) Buyer agrees, at its sole expense, to promptly prepare and use its best, good faith effort to submit the CON Application to the PHC no later than sixty (60) days after the Effective Date, and to all other governmental agencies having jurisdiction over the establishment, transfer and operation of ambulatory surgery centers. Buyer further agrees to diligently pursue such CON Application. Buyer will promptly, after the filing thereof, deliver to Seller a copy of its CON Application and copies of all correspondence between Buyer and the New York State Department of Health relating to such CON Application, including, but not limited to, all contingent and final approvals, by the PHC, of the CON Application; and
(ii) Buyer will take no action prior to the Closing which would delay or disqualify Buyer as the future operator of the Center, or in any way prejudice or delay approval of the CON Application.
(b) Buyer hereby represents and warrants to Seller that the following are true and correct, in all material respects, as of the date hereof:
(i) Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York, and has all the requisite corporate power and authority to own its properties and to carry on its business as now being conducted. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;
(ii) The execution and delivery by Buyer of this Agreement and the other documents referred to herein, and the performance by Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, and, except as otherwise set forth herein, no further action or approval, corporate or otherwise, is required in order to constitute this Agreement and each other document to be executed and delivered pursuant to the terms hereof, as valid and binding obligations of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, and except that of the remedy of specific performance and any other equitable relief, which may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;
(iii) Neither the execution, delivery or performance of this Agr...
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer warrants and represents that it has the capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby.
REPRESENTATIONS AND COVENANTS OF BUYER. Buyer represents to and covenants with Seller as follows:
REPRESENTATIONS AND COVENANTS OF BUYER. The Buyer represents and warrants as of the Closing Date as follows: