Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows:
(a) Seller is a limited liability company duly organized and validly existing under the laws of the State of California;
(b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally;
(c) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs;
(d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property;
(e) Seller has not been served with any suits, proceedings, or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases;
(f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances...
Representations and Covenants of Seller. The SELLER hereby represents and warrants that:
2.1 It shall transfer title, in and to the Shares, to the PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent, except as set forth in Section 2.2 herein.
2.2 The certificate that SELLER shall deliver to the PURCHASER reflecting the Shares being issued to PURCHASER hereunder shall have the following or such other appropriate legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Representations and Covenants of Seller. 2.1 The SELLER hereby represents and warrants that:
(a) It shall transfer title, in and to the Preferred Shares, to the PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent, except as set forth in Paragraph 2.2 herein.
2.2 Upon request, or as soon as practicable thereafter, the SELLER shall deliver to the PURCHASER certificates representing the securities underlying the Preferred Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate(s), which legend shall provide, in substantial form, as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)
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 covenants, represents and warrants to Buyer as follows:
A. Seller is the fee simple owner of the Premises, free and clear of all liens and monetary encumbrances (except for those to be removed by Seller at Closing), and no party, except as herein set forth, has or shall have on the Closing Date any rights in, or to acquire, all or any portion of the Premises, except for the rights of occupancy of tenants under the Leases.
B. Seller is a duly formed and validly existing Delaware limited liability company, in good standing under the laws of the State of Delaware, and is qualified to do business in the state in which the Premises is located.
C. Seller 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 Seller in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement thereof or relating to creditors' rights generally.
D. There is no legal action pending, or to the knowledge of Seller, threatened against Seller, which relates to or affects the Property or otherwise adversely affects Seller's ability to perform Seller's obligations hereunder.
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 Seller.
F. Seller is not a "foreign person" within the meaning of Section 1445 of the IRC of 1986, as amended.
G. To its knowledge, Seller is not in violation of (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. Section 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. Sections 1956 and 1957; (b) the Export Administration Act (50 U.S.C. Sections 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. Section 1701, et seq.), the Arms Export Control Act (22 U.S.C. Sections 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. Sections 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulat...
Representations and Covenants of Seller. Seller hereby represents, warranties and covenants as follows:
(a) As a result of the execution and delivery of this Agreement and the filing of any financing statements or other documents necessary to assure, preserve and perfect the security interest created hereby, Buyer shall have a valid, perfected, enforceable lien on, and a continuing security interest in, the Secured Funds, enforceable and superior as such as against creditors and purchasers and such lien shall be superior and prior to all other liens on the Secured Funds;
(b) Seller shall promptly give written notice to Buyer of any levy or attachment, execution or other process against any of the Secured Funds;
(c) Seller at its sole cost and expense shall take any and all actions reasonably necessary or desirable to defend the Secured Funds against the claims and demands of all persons other than Buyer Indemnitees and to defend the security interest of Buyer in the Secured Funds and the priority thereof against any adverse lien of any nature; and
(d) Seller shall pay and discharge when due all taxes, levies and other charges on the Secured Funds, unless such tax, levy or other charge is being contested in good faith and with respect to which adequate reserves as determined in good faith by Seller have been established and are being maintained.
Representations and Covenants of Seller. Seller represents to and covenants with Buyer as follows:
Representations and Covenants of Seller. In addition to the other covenants and representations set forth herein, Seller hereby makes the following representations and covenants to Buyer, each of which shall be deemed material:
a. Seller currently owns a marketable and insurable fee simple title to the Property, subject only to those exceptions described hereinabove, free and clear from all liens and encumbrances.
b. Seller has entered into no agreement or lease, oral or written, not referred to herein, that will be binding upon Buyer or the Property; and neither Seller nor the Property are subject to any claim, demand, suit, unfiled lien, proceeding or litigation of any kind, pending or outstanding, threatened or likely to be made or instituted, which would in any way be binding upon Buyer or its successors or assigns or affect or limit Buyer or its successors or assigns in the full use and enjoyment of the Property or which would limit or restrict in any way Seller's right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.
c. There are no taxes, charges or assessments of any nature or description arising out of the conduct of Seller’s business or the ownership of the Property which would constitute a lien against the Property and that will be unpaid at the Closing Date or not paid from the Seller’s Closing proceeds, except for the lien of ad valorem property taxes for the year in which the Closing occurs.
d. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and is not a Sanctioned Person. “Sanctioned Person” means any person or entity (including financial institutions):
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. 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 The schedule of Equipment is as follows: 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 HOLD-DOWN 06/18/2004 88 FAB. CORNER PIECES 06/18/2004 42 PACKING STATION 06/18/2004 271 OZONE MONITOR 06/18/2004 85 3- 2-PIECE WA...
Representations and Covenants of Seller. Seller represents, warrants and agrees that:
a) Seller has full right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Common Shares in accordance with the terms of this Agreement and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles.
b) Seller is the lawful record owner of the Common Shares and is not a party to any shareholder agreement, voting trust or similar arrangement which restricts the sale, transfer or voting of the Common Shares. On the Closing Date, at the time of delivery of the Common Shares to Purchaser, Seller will have and will transfer to Purchaser good and marketable title to the Common Shares, free and clear of all liens, claims, charges and other encumbrances.
c) Seller's execution, delivery and performance of the Agreement do not violate or conflict with any law applicable to it, any agreement or instrument to which it is a party, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction binding on or affecting it or any of its assets.
d) Seller acquired the Common Shares directly from the Company on December 14, 1999 (the "Acquisition Date") in a transaction not involving any public offering, and the Common Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act. The full purchase price or other consideration (which did not include any promissory note or other obligation of the Seller) payable by the Seller to the Company for the Common Shares was paid and delivered to the Company on the Acquisition Date, and the holding period for the Common Shares for purposes of paragraph (d) of Rule 144 began on the Acquisition Date..
e) Seller is not an "affiliate" of the Company, as such term is defined within the meaning of the Securities Act and Rule 144 thereunder.
f) Seller has not offered the Common Shares for sale to, or solicited offers to buy from, any individual or entity other than a limited number of potential investors, including Purchaser.
