Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows:
Representations and Covenants of Seller. The SELLER hereby represents and warrants that:
Representations and Covenants of Seller. Seller hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as of Closing and shall survive the Closing for a period of twelve (12) months:
Representations and Covenants of Seller. The Seller makes the following representations and covenants, as of the applicable Closing Date on which the Purchaser relies in purchasing the Receivables and executing and authenticating the Certificate.
Representations and Covenants of Seller. Seller hereby represents, warrants and covenants to Buyer that the following representations shall be true as of, and shall survive, the Closing Date:
Representations and Covenants of Seller. (i) Pursuant to the terms of this Agreement, Purchaser will acquire substantially all of the assets of Seller. Specifically, at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Seller immediately prior to the Transactions will be acquired by Purchaser in the Transactions. For the purpose of determining the percentage of Seller's net and gross assets held by Seller immediately prior to the Transactions, the following assets will be treated as property held by Seller immediately prior to the Transactions: (a) assets disposed of by Seller prior to the Transactions and in contemplation thereof (including, without limitation, any asset disposed of by Seller, other than in the ordinary course of business, pursuant to a plan or intent existing during the period beginning with the commencement of negotiations (whether formal or informal) with Purchaser regarding the Transactions and ending at the closing of the Transactions (the "Pre-Exchange Period")); (b) assets used by Seller to pay expenses or liabilities incurred in connection with the Transactions; and (c) assets used to make distribution, redemption or other payments in respect of shares of Seller's stock or rights to acquire such stock (including payments treated as such for tax purposes) that are made in contemplation of the Transactions or that are related thereto.
Representations and Covenants of Seller. Each of the Sellers represents, warrants and agrees, severally and not jointly, that:
Representations and Covenants of Seller. 1. The Seller and AMJ jointly represent to, and covenant with, the Buyers as follows on the date of execution of this Agreement and during the period from such date to the Closing Date:
Representations and Covenants of Seller. The Seller represents, warrants and agrees that:
Representations and Covenants of Seller. Seller represents to and covenants with Buyer as follows: Except as disclosed in the Restated Purchase Agreement, Seller is the owner in fee simple of the Assets. Except as disclosed in the Restated Purchase Agreement, the Assets are free from all encumbrances. CERTIFICATION OF AUTHORIZATION The officer who signs this Xxxx of Sale and Assignment certifies that the Xxxx of Sale and Assignment and the transfer represented by the Xxxx of Sale and Assignment were duly authorized by the Board of Directors of Seller in accordance with the Bylaws and Articles of Seller and the laws applicable to Seller. Executed: March ___, 2010 Executed: March ___, 2010 SELLER TRINITY SPRINGS LTD. AKA CRYSTAL PARADISE HOLDINGS, INC. By: Xxxxxx Xxxxxxxx, Chair of Board of Directors By: Xxxx Xxxxxxx, Member of the Board of Directors Schedule 3.1.1 EQUIPMENT, FURNITURE AND FIXTURES The schedule of Equipment is as follows: Description In Service 7/31/07 Net Book Value LAND 06/18/2004 518,000 PARADISE LODGE 06/18/2004 170,077 XXXXX BUILDING 06/18/2004 57,819 LAND BUILDING IMPR 06/18/2004 14,718 XXXXX SPRINGHOUSE 06/18/2004 17,915 BOTTLING BARN 06/18/2004 360,647 PLANT MODIFICATION 06/18/2004 10,990 PARADISE-CABIN 11 06/18/2004 20,633 WAREHOUSE ADDITION 06/18/2004 471,809 MOON MOUNTAIN-HEAT 06/18/2004 229 SPRING HOUSE-STAIN 06/18/2004 481 SPRING HOUSE-NEW D 06/18/2004 301 PLANT CONTROL ROOM 06/18/2004 546 WAREHOUSE RACK SYS 06/18/2004 230 PHONE LINES MOON M 06/18/2004 180 XXXXX PLANT OFFICE 06/18/2004 1,546 XXXXX PLANT POWER 06/18/2004 5,771 PLANT-2ND LOADING 06/18/2004 1,398 XXXXX PLANT-NEW 3 06/18/2004 9,884 XXXXX PLANT IMPROVEMENTS 06/18/2004 6,173 TERTIARY SPRINGS D 06/18/2004 262 MOON MTN FRONT PAR 06/18/2004 912 BOTTLING LINE-SEE 06/18/2004 81,579 BOTTLING LINE SPAR 06/18/2004 141 VIDEOJET BOTTLE CO 06/18/2004 845 CUSTOM BOTTLE XXXX 06/18/2004 81 NEW PRODUCT WATER 06/18/2004 798 EMERGENCY STOPS-FI 06/18/2004 167 POWER CABINET-PLAN 06/18/2004 82 MAGNETIC CLUTCH-FI 06/18/2004 54 NEW FILLER UNIT 06/18/2004 111 IPM #PT2020RBU STR 06/18/2004 397 CAP CHUTE 06/18/2004 419 26 STAINLESS STEEL 06/18/2004 694 AUTO SHUT-DOWN FIL 06/18/2004 41 SX19-500C-82 PLATE 06/18/2004 525 RINSER-PARTS/INSTA 06/18/2004 2,409 OZONE DESTRUCTOR-F 06/18/2004 231 LABELER/SLEEVER-PA 06/18/2004 223 CIRCUIT BOARD FOR 06/18/2004 50 FAB. PLATE FOR NEW 06/18/2004 14 LINE SPEED ADJUSTM 06/18/2004 62 NEW OZONE/OXYGEN G 06/18/2004 2,208 NEW BOTTLING EQUIP 06/18/2004 3,683 CONVEYOR IMPROVEME 06/18/2004 387 FAB. LID HOL...
