REPRESENTATIONS AND WARRANTIES OF BUYER 21 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BUYER 21. Section 5.01 Organization; Corporate Power. 22
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REPRESENTATIONS AND WARRANTIES OF BUYER 21. Section 7.1 Buyer’s Representations and Warranties 21 Section 7.2 Intentionally Omitted 22 Section 7.3 Buyer’s Independent Investigation 22 Section 7.4 Buyer’s Release of Seller 24 Section 7.5 Discharge 25 ARTICLE 8 LEASES; MAINTENANCE OF PROPERTY 25 Section 8.1 New Leases; Lease Modifications 25 Section 8.2 Lease Expenses 25 Section 8.3 Lease Enforcement 25 Section 8.4 Certain Interim Operating Covenants 26 ARTICLE 9 CLOSING AND CONDITIONS 27 Section 9.1 Escrow Instructions 27 Section 9.2 Closing 28 Section 9.3 Seller’s Closing Documents and Other Items 30 Section 9.4 Buyer’s Closing Documents and Other Items 31 Section 9.5 Intentionally Omitted 32 Section 9.6 Prorations and Closing Costs 33 Section 9.7 Brokers 37 Section 9.8 Expenses 37 ARTICLE 10 MISCELLANEOUS 39 Section 10.1 Amendment and Modification 39 Section 10.2 Risk of Loss/Condemnation and Insurance Proceeds/Condemnation Awards 39 Section 10.3 Notices 40 Section 10.4 Assignment 41 Section 10.5 Governing Law and Consent to Jurisdiction 41 Section 10.6 Counterparts 41 Section 10.7 Entire Agreement 41 Section 10.8 Severability 42 Section 10.9 Attorney Fees 42 Section 10.10 Payment of Fees and Expenses 42 Section 10.11 Confidential Information 42 Section 10.12 Performance Due On Day Other Than Business Day 42 Section 10.13 Tax Deferred Exchange 42 Section 10.14 No Joint Venture 43 Section 10.15 No Memorandum 43 Section 10.16 Waiver of Jury Trial 43 Section 10.17 Not an Offer 43 Section 10.18 Limited Liability 43 Section 10.19 No Third Party Beneficiaries 43 Section 10.20 Time of Essence 43 Section 10.21 No Waiver 44 Section 10.22 Further Acts 44 Exhibit A Description of Land Exhibit B List of Leases Exhibit C Disclosure Items Exhibit D List of Service and Other Contracts Exhibit E Form of Deed Exhibit F Form of Xxxx of Sale Exhibit G Form of Assignment and Assumption of Leases Exhibit H Form of Assignment and Assumption of Contracts Exhibit I Due Diligence Items Exhibit J Form of Manager’s General Release and Termination Agreement Exhibit K Form of Seller Indemnity Agreement Exhibit L PIP Exhibit M Forms of Applications for Good Standing Schedule 1.1-1 List of Advance Bookings Schedule 1.1-2 Description of Liquor License
REPRESENTATIONS AND WARRANTIES OF BUYER 21. Power and Authority of Buyer 21 Section 5.2 Approvals 21 Section 5.3 Non-Contravention 21 Section 5.4 Binding Effect 21 Section 55 Finders' Fees 22 ARTICLE VI COVENANTS 22 Section 6.1 Access 22 Section 6.2 Conduct of Business 22 Section 6.3 Reasonable Efforts; Further Assurances 24 Section 6.4 Confidentiality 24 Section 6.5 Public Disclosure 25 Section 6.6 Notice of Certain Matters 25 Section 6.7 Exclusivity 25 Section 6.8 Certain Actions by Buyer Prior to Closing 26 Section 6.9 Non-Competition and Non-Solicitation 26 ARTICLE VII OTHER ACTIONS 27 Section 7.1 Board Approvals 27 ARTICLE VIII CLOSING 27
REPRESENTATIONS AND WARRANTIES OF BUYER 21. Section 7.01 Organization 22 Section 7.02 Authority; No Conflict; Required Filings and Consents 22 Section 7.03 Brokers 23 Section 7.04 Financing 23 Section 7.05 Licensability of Principals 23 Section 7.06 Permits; Compliance with Gaming Laws 23 Section 7.07 Litigation 24 Section 7.08 Solvency 24 Section 7.09 Due Diligence Investigation 24
REPRESENTATIONS AND WARRANTIES OF BUYER 21. 5.1 The Standard 21 5.2 Organization, Standing, and Power 22 5.3 Authority; No Breach By Agreement 22 5.4 Capital Stock 22 5.5 Buyer Subsidiaries 23 5.6 SEC Filings; Financial Statements 23 5.7 Absence of Undisclosed Liabilities 24 5.8 Absence of Certain Changes or Events 24 5.9 Tax Matters 24 5.10 Environmental Matters 25 5.11 Compliance with Laws 25 5.12 Legal Proceedings 25 5.13 Material Contracts 26 5.14 Reports 26 5.15 Statements True and Correct 26 5.16 Tax and Regulatory Matters 26 5.17 Brokers and Finders 27
REPRESENTATIONS AND WARRANTIES OF BUYER 21. Buyer Organization; Good Standing21 Section 6.2 Authority; Execution and Delivery22
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REPRESENTATIONS AND WARRANTIES OF BUYER 21. Section 4.1. Organization; Existence and Authority of Buyer 21
REPRESENTATIONS AND WARRANTIES OF BUYER 21. Section 4.1. Corporate 22 Section 4.2. Authority 22 Section 4.3. No Violation 22 Section 4.4. No Litigation 22 Section 4.5. No Brokers or Finders 22

Related to REPRESENTATIONS AND WARRANTIES OF BUYER 21

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

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

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