Representations and Warranties by Sellers Sample Clauses
Representations and Warranties by Sellers. Sellers represent and warrant to Purchaser as follows:
Representations and Warranties by Sellers. Each Seller jointly and severally represents, warrants and covenants as follows:
(a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party.
(b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound.
Representations and Warranties by Sellers. Each of the Sellers jointly and severally represent and warrant to Purchaser as follows:
Representations and Warranties by Sellers. Sellers (which as to each particular Location shall include SCI and the designated Subsidiary Owner thereof, jointly and severally) hereby represent and warrant to Buyer, both as of the date hereof and as of the Effective Time, as follows:
Representations and Warranties by Sellers. PetroHunter and Sweetpea jointly and severally guarantee, represent and warrant to Falcon and Purchaser that as of the Closing Date:
(a) each of Sellers is a corporation duly incorporated, organized and validly existing and in good standing under the laws of its applicable jurisdiction;
(b) each of Sellers has the corporate power, authority and capacity to enter into the Transaction Agreements and all other agreements contemplated by the Transaction Agreements and to carry out and complete its obligations under the Transaction Agreements and all other agreements contemplated by the Transaction Agreements;
(c) the Transaction Agreements and the obligations of Sellers under the Transaction Agreements and the documents and transaction contemplated thereby have been duly and validly authorized by all requisite corporate proceedings and constitute, legal, valid and binding obligations of each of Sellers, enforceable against each of Sellers in accordance with their terms, subject to the limitations with respect to enforcement imposed by applicable laws in connection with bankruptcy, insolvency, liquidation, reorganization or other laws affecting the enforcement of creditors’ rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought;
(d) neither the entering into nor the delivery of the Transaction Agreements nor the completion by each of Sellers of the Transaction contemplated thereby will conflict with, or constitute a material default under, or result in a material violation of: (i) any of the provisions of the entity formation documents or by-laws of either of Sellers; or (ii) any applicable laws;
(e) each of Sellers:
(i) has not made an assignment in favor of its creditors or a proposal in bankruptcy to its creditors or any class thereof; (ii) has not had any petition for a receiving order presented in respect of it; and (iii) has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution;
(f) except as set forth on Schedule “I”, neither of Sellers is under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, state, municipal or local government or governmental agency, board, commission or authority ...
Representations and Warranties by Sellers. 8.1 Each Seller represents and warrants to Purchaser as of the date hereof, and as of the Closing Date, solely with respect to each Seller’s Project, the following with the understanding that each of the representations and warranties are material and have been relied on by Purchaser in connection herewith.
(a) The “Certified Rent Rolls” are attached hereto as Exhibit H, which consist of a rent roll, delinquency report and security deposit listing for each Project and will be updated to the Closing Dates, are and will be accurate and complete rent rolls describing each of the Tenant Leases. Other than as reflected on the Certified Rent Rolls, Sellers are not currently parties to any other leases, licenses or any similar occupancy agreements with respect to the leasing or occupancy of the Projects. Sellers represent and warrant that, except as noted on the Certified Rent Rolls or otherwise disclosed to Purchaser in writing, (i) the Tenant Leases are in full force and effect; (ii) there is no uncured monetary breach or monetary default on the part of any party under any of the Tenant Leases; (iii) no rent called for under the Tenant Leases has been paid more than thirty (30) days in advance of its due date; and (iv) the Tenants are not entitled to any concession, rebate, allowance, or period of occupancy free of rent under the Tenant Leases or any other agreement with Seller. To each Seller’s knowledge, the Tenant Leases have not been amended, modified, or supplemented in any way that has not been disclosed to Purchaser; the Tenant Leases furnished to Purchaser pursuant to this Agreement constitute all written agreements of any kind for the leasing, rental or occupancy of any portion of the Projects.
(b) Except for the Tenant Leases, there are no parties in possession of the portions of the Projects including, but not limited to, leases or tenants at sufferance. Sellers have no knowledge of any claims of adverse possession. There are no commissions due any broker, finder or any other person(s) under any of the Tenant Leases.
(c) Except as disclosed by Sellers in Exhibit I attached hereto, or discovered by Purchaser, Sellers, to Sellers’ knowledge, have not received any written notices from any governmental agency that the Projects or any condition existing thereon or any present use thereof violates any law or regulations applicable to the Projects. All necessary licenses operating permits for the communities are in good standing and transferrable. To Seller...
Representations and Warranties by Sellers. Seller represents and warrants that:
(a) he is the attorney-in-fact for the beneficial owners of the Shares;
(b) he owns, or has beneficial interest in, and has good and marketable title to, the Shares to be sold to Purchaser hereby, free and clear of all liens, security interests and encumbrances, of any kind or nature;
(c) he has duly authorized, executed and delivered this Agreement, and that the same is the valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, and not in violation of any agreement to which such Seller is a party;
(d) he has the right, power and authority to transfer, convey and sell to Purchaser, or to cause the same, at the Closing, the Shares to be sold by him as described in Section 1 of this Agreement and, upon consummation of this Agreement, Purchaser will acquire good and marketable title to such shares, free and clear of all liens, security interests or other covenants or agreements, other than encumbrances resulting from actions of Purchaser.
Representations and Warranties by Sellers. As used in this Section 4, reference to Sellers' knowledge shall mean Sellers' actual knowledge without an independent investigation of the affairs of the Company. Sellers represent and warrant to Purchaser that the following statements as to Sellers, the Company and/or the Station are, where applicable, correct as of the date hereof and will be correct at the Closing Date, and all Schedules will be updated through the Closing Date:
Representations and Warranties by Sellers. 3 3.2 Representations and Warranties by Purchaser.............. 6
Representations and Warranties by Sellers. As an inducement to Buyer to enter into this Agreement and to consummate the transactions on its part contemplated hereby. Sellers and the Shareholders hereby jointly and severally represent and warrant to Buyer, which representations and warranties shall survive the Closing as follows, with the only exceptions thereto being the items set forth on Exhibit 2 Disclosure Schedule attached hereto and initialed by all parties: