REPRESENTATIONS AND WARRANTEES OF SELLER Sample Clauses

REPRESENTATIONS AND WARRANTEES OF SELLER. Seller represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTEES OF SELLER. As of the date hereof and as of the Closing Date, Seller hereby represents and warrants to Purchaser the following:
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REPRESENTATIONS AND WARRANTEES OF SELLER. As an inducement to Purchaser to enter into this Agreement, Seller hereby represents and warrants to Purchaser, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) supplied by Seller to Purchaser (the “Disclosure Schedule”) and dated as of the date hereof, that on the date hereof and as of the Closing Date as though made at the Closing Date as follows (it being understood that to the extent any of the Assets are owned or used, or a portion of the Business is operated by the Subsidiaries, the representations and warranties contained in this Article III are made by Seller on behalf of the Subsidiaries, as applicable):
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REPRESENTATIONS AND WARRANTEES OF SELLER. The Sellers (but not Maryland LLC) jointly and severally represent and warrant to the Buyer as of the date hereof and as of the Closing Date that:
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REPRESENTATIONS AND WARRANTEES OF SELLER. Seller represents and warrants to Buyer as follows: (a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida. (b) Seller has the full power, right and authority to enter into and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement by Seller has been duly and properly authorized by proper action in accordance with applicable law and with the organizational documents of Seller. (c) Attached hereto as Exhibit “G” is a true, correct and complete list of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract. (d) Attached hereto as Exhibit “H” is a true, correct and complete current rent roll (“Rent Roll”) for the Tenant Leases for each of the buildings included within the Property, which Rent Roll sets forth to the extent available following information concerning the Tenant Leases (a) unit description, and location, (b) name of tenant, (c) rental rate, (d) move in date, (e) expiration date, (f) amount of security deposit and interest required and held, and (g) the status of the rental payments, including prepaid rent and delinquency. Except as set forth in the Rent Roll, no other party has possession, or a claim to possession, to all or any portion of the Property. (e) There are no contracts to purchase all or any portion of the Property. (f) The only management agreements pertaining to the management of all or any portion of the Property entered into with Sellers, or to the knowledge of Seller otherwise entered into in connection with the Property, are the Management Agreements described on Exhibit “I” attached hereto (“Seller Management Agreements”). (g) Seller is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). (h) There are no persons employed by or on behalf of Seller in connection with the ownership, use, maintenance or operation of the Property who will be employed after Closing. (i) Seller has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Property or any part thereof. (j) There is no action, suit, or governmental proceeding pending, or to Seller’s knowledge, threatened, against Seller or the Property, in any court or by or before any other governmental authority, affecting Sell...
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REPRESENTATIONS AND WARRANTEES OF SELLER. Seller represents, warrants and agrees as follows:
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Related to REPRESENTATIONS AND WARRANTEES OF SELLER

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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