Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows:
Representations and Warranties by Seller. Seller hereby represents and warrants to and for the benefit of the Purchaser as follows:
(a) Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed, with all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Transaction;
(b) This Agreement constitutes when executed and delivered by the Seller a valid and binding obligation of the Seller, is legally binding, and is and will be enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies;
(c) The execution and delivery by the Seller of this Agreement and the consummation by the Seller of the Transaction, will not constitute (with the giving of notice or the lapse of time or both) a violation of, be in conflict with, result in the acceleration of or entitle any Party to accelerate (whether after the giving of notice or lapse of time or both), or constitute a default under (i) any agreement, commitment or understanding to which the Transferred Interest or the Company is subject or by which it is bound, or (ii) any applicable law;
(d) Seller is the owner of the Transferred Interest and has as of the Closing Date, title to such Transferred Interest, free and clear of any and all encumbrances, liens, claims;
(e) The Company will be, at the time of Closing, the fee owner of the Real Property, free and clear of all encumbrances, liens, mortgages, security interests, and claims, except for the Permitted Exceptions;
(f) There is no litigation, action, or other proceeding pending or, to the Seller’s Knowledge, threatened (whether such matters are brought at law, in equity or before any administrative agency or other Governmental Authority or instrumentality) relating to the Real Property or the Transferred Interest (except as disclosed to Purchaser);
(g) No broker, agent, consultant or other similar person has assisted the Seller in procuring, negotiating or closing this Transaction. Seller hereby agrees to indemnify and hold the Purchaser harmless against and from all claims, demands, causes of action, judgments, losses, damages, costs or expenses, including attorney’s fees and costs (at all trial and appellate court levels) and liabilities which may be asserted or recovered fo...
Representations and Warranties by Seller. 6.1 The Seller does hereby represent and warrant as follows:
Representations and Warranties by Seller. The Seller represents and warrants the following to each Purchaser in order to induce the Purchasers to purchase the Shares:
(a) Seller has the power and authority to execute and deliver this Agreement and to consummate the transactions to be consummated by Seller. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement have been duly authorized by Seller, and no organizational or other action on the part of Seller or any other person or entity is necessary to authorize the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been properly and validly executed and delivered by Seller and is a valid, binding and enforceable agreement of and against Seller.
(b) Seller has full right, power and authority to transfer the Shares to be sold by Seller to the Purchasers as contemplated herein, free and clear of all liens, security interests, charges, claims, pledges, encumbrances and restrictions and rights and interests of any other party whatsoever and of any nature (other than restrictions imposed by federal or state securities laws).
(c) The execution and delivery of this Agreement and the performance and compliance with its terms by Seller will not (i) conflict with, or result in the breach of, or trigger or accelerate any right or obligation (including prepayment penalties), or constitute a default or an event of default or an occurrence, circumstance, act or failure to act that, with the passage of time, the giving of notice, or both, would become a default, or give rise to any right of contingent payment, termination, cancellation, acceleration or non-renewal, or (ii) result in the creation of any liens, charges, rights, claims, interests, options or other encumbrances, restrictions or limitations of any kind upon the Shares to be sold by Seller, whether tangible or intangible, under (A) the Seller's organizational or constituent instruments, if any (including, without limitation, articles of incorporation, articles of organization, certificate of limited partnership, bylaws, resolutions of the board of directors or shareholders, partnership agreement, operating agreement or shareholders agreement), (B) any contract, understanding, covenant, commitment, understanding, arrangement, or other agreement or instrument of any kind whether oral or written, (C) any law, rule, regulation,...
Representations and Warranties by Seller. In order to induce Purchaser to enter into this Agreement and each transaction contemplated hereby, Seller represents and warrants to Purchaser as follows:
Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows as of the date hereof:
Representations and Warranties by Seller. Seller hereby represents and warrants to, and covenants and agrees with, Purchaser as of the date hereof and as of the Closing as follows (all of which representations and warranties shall be deemed automatically remade as of the Closing):
Representations and Warranties by Seller. To the best of its knowledge and belief, Seller represents and warrants to Purchaser as follows:
Representations and Warranties by Seller. Seller hereby represents and warrants to Buyer that on the Effective Date and on the Closing Date:
Representations and Warranties by Seller. As an inducement for Buyer to enter into this Agreement and consummate the transaction contemplated hereby, Seller hereby represents and warrants to Buyer that each and all of the following are true and correct as of the date of this Agreement and will be true and correct as of the date of Closing:
(a) Seller is duly organized and in good standing under the laws of the State of Minnesota; duly qualified to transact business in the State of Minnesota. The execution, delivery and performance of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement and the documents, instruments and agreements to be executed and/or delivered by Seller pursuant to this Agreement have been or will be on or before the date of Closing duly and validly authorized, executed and delivered by Seller and the obligations of Seller hereunder and thereunder are or will be upon such execution or delivery valid, legally binding, and enforceable against Seller in accordance with their respective terms.
(b) Seller owns the Real Property, free and clear of all encumbrances, except the Existing Encumbrances identified on Exhibit F attached hereto (the "Existing Encumbrances").
(c) Seller owns the Personal Property, free and clear of all encumbrances, except those identified on Exhibit B.
(d) There are no condemnation proceedings pending or, to Seller's knowledge, threatened as of the date of this Agreement with respect to all or any part of the Real Property.
(e) Except as otherwise described in Exhibit G attached hereto, no major or structural repairs have been performed, or to the best of Seller's knowledge, without inquiry, have been necessary, with respect to the improvements on the Real Property during the two (2) years immediately preceding the date hereof. The physical condition of such improvements on the Closing Date will not differ in any material adverse respect from the condition of such improvements on the date of this Agreement.
(f) Mechanic's Liens. All labor and materials which have been provided to the Property have been fully paid for or will be fully paid for, or will be fully paid for, prior to the Closing Date.
