Representations and Warranties of Seller and Buyer. Seller and Buyer hereby present and warrant that there has been no act or omission by Seller or Buyer that 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.
Representations and Warranties of Seller and Buyer. (A) In addition to any other representations and warranties contained in this Agreement, Seller represents and warrants to Buyer that:
(1) There are no provisions of any existing agreements binding on Seller or affecting the Assets that conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement.
(2) Except as set forth in Seller's Schedule of Exceptions Part 7(A)(2), Seller is the sole owner of all Assets and all Assets will be assigned, transferred, conveyed and delivered to Buyer free and clear of any and all liens, pledges, claims or other encumbrances of any kind (each, an "Encumbrance").
(3) Radix International Corporation and Radix Corporation are each corporations duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has the full power and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby, without the necessity of any act, approval, or consent of any other person, entity, or governmental authority. This Agreement, when executed, will constitute the valid and binding obligation of the Seller, enforceable against Seller according to its terms.
(4) Except as set forth in Seller's Schedule of Exceptions Part 7(A)(4), Seller is not, and performance of its obligations hereunder will not cause it to be, in violation of any law, rule, regulation or court order, local state or federal, pertaining to the operation or conduct of its business. There are no judgments, suits, actions, investigations or proceedings pending or threatened in any court or by any governmental authority or private arbitration tribunal against Seller or the completion of the transaction contemplated herein, nor is there any basis for any of the foregoing.
(5) Except as set forth in Seller's Schedule of Exceptions Part 7(A)(5), Seller has filed in true and correct form all federal, state and local tax returns and other reports required to be filed, and has paid all taxes and assessments which have become due and payable, whether or not so shown on any such return or report. Seller has received no notice of, nor does Seller have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any taxing governmental authority. There are no audits pending with respect to Seller and there are no outstanding agreements or waivers by or with respect to Seller that extend the statutory perio...
Representations and Warranties of Seller and Buyer. Seller and Buyer hereby represent and warrant as follows:
Representations and Warranties of Seller and Buyer. The Seller represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date (as if such representations and warranties were remade on the Closing Date). As follows:
5.1 The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, lease and operate its businesses as it now being owned, operated and conducted. The Seller is licensed or qualified to do business and is in good standing as a foreign corporation authorized to do business in Nevada and in each jurisdiction where the nature of the properties owned, leased or operated by it and the business where the nature of the properties owned, leased or operated by it in and the business transacted by it requires such licensing or qualification. The Seller has no direct or indirect Subsidiaries, either wholly or partially owned, and the Seller does not hold any economic, voting or management interest in any Person or own any security issued by any Person. True, correct and complete copies of the Certificate of Incorporation, By-laws as amended, and minutes (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) and stockholders of the Seller have been delivered to the Buyer.
5.2 The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with all requisite power and authority to own, lease and operate its businesses as it now being owned, operated and conducted. The Buyer is licensed or qualified to do business and is in good standing as a foreign corporation authorized to do business in each jurisdiction where the nature of the properties owned, leased or operated by it and the business where the nature of the properties owned, leased or operated by it in and the business transacted by it requires such licensing or qualification. True, correct and complete copies of the Certificate of Incorporation, By-laws as amended, and minutes (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) and stockholders of the Buyer have been delivered to the Seller.
Representations and Warranties of Seller and Buyer. The Seller and the Corporation represent and warrant to the Buyer, as of the date of this Agreement and as of the Closing Date (as if such representations and warranties were remade on the Closing Date). As follows:
5.1 The Business is a corporation duly organized, validly existing, with all requisite power and authority to own, lease and operate its businesses as it now being owned, operated and conducted. The Business is licensed or qualified to do business in each jurisdiction where the nature of the properties owned, leased or operated by it and the business where the nature of the properties owned, leased or operated by it in and the business transacted by it requires such licensing or qualification. The Business has no direct or indirect Subsidiaries, either wholly or partially owned, and the Business does not hold any economic, voting or management interest in any Person or own any security issued by any Person. True, correct and complete copies of the Certificate of Incorporation, By-laws as amended, and minutes (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) and stockholders of the Corporation have been delivered to the Buyer.
Representations and Warranties of Seller and Buyer. (a) Seller represents and warrants to Buyer (which representations and warranties shall survive the closing and delivery of the Deed) that:
(i) Seller possesses full right, power and authority to execute, deliver and perform this Contract, and when executed all parties possessing an interest in the Property shall be lawfully bound pursuant to the terms, covenants and conditions of this Contract.
(ii) Seller has and will have on the Closing Date fee simple title to the Property, subject only to the matters set forth in Paragraph 3(d), and Seller has full right and power to convey the Property to Buyer.
(iii) No lease affects all or any part of the Property and no person(s) occupies all or any part of the Property.
(iv) No action, suit or proceeding is pending or, to the best of Seller’s knowledge, threatened before or by any judicial body or any governmental agency or authority, against or affecting all or any part of the Property.
(v) No eminent domain or similar condemnation proceeding affecting all or any part of the Property is now pending or, to the best of Seller’s knowledge, threatened.
(vi) No outstanding option to purchase or contract of sale exists with respect to all or any part of the Property, except for this Contract.
(vii) To the best of Seller’s knowledge and belief, no “hazardous substance” (as defined hereinafter) exists in, on or under the Property, and the Property has never been used as a landfill or dump site. Seller has not stored, generated, manufactured or disposed of any hazardous substance in, on or under the Property, and has not permitted the Property to be used for storage, generation, manufacturing or disposal of any hazardous substance. Seller does not know of any prior storage, generation, manufacturing or disposal of any hazardous substance in, on or under the Property, or the assertion of any environmental or other lien on the Property by any governmental agency, authority or instrumentality to secure the cost and expense of removing or neutralizing any hazardous substance stored, generated, manufactured or disposed in, on or under the Property. No underground storage tank is located on the Property. “Hazardous substance” shall mean any and all hazardous substances, toxic materials, pollutants, contaminants, hazardous or toxic wastes defined in any federal, state, county or municipal law, rule, regulation or ordinance.
Representations and Warranties of Seller and Buyer. A. Seller warrants and represents to Buyer as follows:
(i) Seller has not received actual written notice of any current violations of law or municipal ordinances, orders or requirements noted or issued by any governmental department or authority having jurisdiction over or affecting the Property.
(ii) All bills and claims for labor performed and materials furnished to or for the benefit of the Property at Seller’s request for all periods prior to the Effective Date of this Contract have been (and as of the Closing Date will be) paid in full, and on the Closing Date there shall be no mechanics’ liens or materialmen’s liens, whether or not perfected, on or affecting any portion of the Property relating to any labor performed or materials furnished at Seller’s request, and if there shall be any such liens, Seller shall obtain the release of the same (or post an appropriate bond) on or before the Closing Date so that Buyer’s owner’s policy of title insurance shall contain no exception for such liens. However, any bills, claims or liens relating to or arising from Buyer’s or Buyer’s Agents’ pre-Closing activities on the Property are expressly excluded from the provisions of this warranty. In connection therewith, Seller agrees, at Closing, to execute any affidavits and/or customary agreements which may be reasonably required by Buyer’s title insurance company (in form and substance reasonably acceptable to Seller) in order for Buyer to obtain from such title insurance company an owner’s policy of title insurance covering the Property without exception for mechanics’ liens for labor performed or materials furnished at Seller’s request or rights of parties in possession.
(iv) To Seller’s actual knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property or any part thereof.
(v) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and authorized to transact business in the Commonwealth of Virginia. Seller has the power to enter into this Contract and to consummate the transaction contemplated herein, and the execution of this Contract and the consummation of the transaction contemplated herein do not violate any of the terms and provisions of the organizational documents of Seller or any agreement, contract or other instrument to which Seller is a party or is bound. The party executing this Contract on behalf of Seller has the authority to execute this Co...
Representations and Warranties of Seller and Buyer. Seller represents and warrants to the Company that (a) Seller is the sole record owner and is the beneficial owner of the Shares; (b) other than Seller, no person has a right to acquire or direct the disposition, or holds a proxy or other right to vote or direct the vote, any of the Shares; (c) Seller has good and valid title to the Shares, free and clear of any Encumbrances, (d) the sale by Seller of the Shares and the delivery of the Shares to the Company against receipt of payment to Seller under this Agreement will transfer to the Company good and valid title to the Shares, free and clear of all Encumbrances, and (e) this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. Buyer represents and warrants to Seller that this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Representations and Warranties of Seller and Buyer. Each of Seller and Buyer represents and warrants to the other that it is the explicit intent of each party hereto that Seller is making no representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability or suitability, as to the properties, assets or future prospects or performance of the Company or any of the Company Entities (as defined in the BCorp. Stock Purchase Agreement) or such properties or assets, and that Buyer is taking the Company Entities "as is" and "where is," except for the express representations and warranties of the Company in the BCorp. Stock Purchase Agreement or in any schedule or exhibit thereto, or in any certificate, document or other instrument contemplated thereby and delivered in connection with therewith. Seller shall have no responsibility for or liability with respect to any representation, warranty or covenant of the Company or the Buyer Designator.
Representations and Warranties of Seller and Buyer. Each of Seller and Buyer represents and warrants to the other that it is the explicit intent of each party hereto that Seller and Buyer are making no representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability or suitability, as to the properties, assets or future prospects or performance of the Company Entities (as defined in the Budget Stock Purchase Agreement), the Buyer Entities or such properties or assets and that Buyer is taking the Company Entities, and Seller is taking the Equity Consideration, respectively, "as is" and "where is," except for the express representations and warranties of the Company in the Budget Stock Purchase Agreement or in any schedule or exhibit thereto, or in any certificate, document or other instrument contemplated thereby and delivered in connection therewith and the express representations and warranties of Buyer herein or in any schedule or exhibit hereto, or in any certificate, document or other instrument contemplated hereby and delivered in connection herewith, respectively.
