REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Seller and Owner, jointly and severally, represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Except as specifically disclosed in the schedules attached hereto (referencing the appropriate section numbers appearing below), Seller and Owner hereby jointly and severally represent and warrant to Buyer, as of the date of this Agreement, as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and the Owner, jointly and severally, hereby represent and warrant to the Purchaser, as of the date of this Agreement and as of the Closing Date, that, except as specifically qualified by an exception or disclosure set forth in the letter dated the date hereof and delivered on the date hereof by Seller to Purchaser and as may be updated as provided in Section 5.16, which relates to this Agreement and is designated therein as the Disclosure Letter (the "Disclosure Letter"):
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. As a material inducement to Buyer to enter into this Agreement, to purchase the Purchased Assets and to assume the Assumed Liabilities, Seller and Owner, jointly and severally, hereby represent and warrant (a) as of the date hereof and (b) as of the Closing Date, that:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. The Seller and the Owner, jointly and severally, represent and warrant to the Buyer that all of the representations and warranties set forth on Schedule 2 are true and correct in all respects as of the date of this agreement.
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. The representations and warranties of Seller and Owner contained herein, and the disclosures contained in Seller’s Disclosure Schedule, do not contain any statement of a material fact that was untrue when made or omit any information necessary to make any such statement contained therein, in light of the circumstances under which such statement was made, not misleading. To the Seller’s and Owner’s respective Knowledge, the copies of all documents furnished by Seller to Buyer pursuant to the terms of this Agreement are complete and accurate copies of the original documents.
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Seller and Owners hereby, jointly and severally, represent and warrant to Buyer and Parent that the statements contained in this Article 3 are true and correct as of the Execution Date and will be true and correct as of the Closing Date as though made again on and as of the Closing Date, except as otherwise set forth in the disclosure schedules provided by Seller to Buyer at the time this Agreement is signed, as amended prior to and at the Closing in accordance with Section 3.25 (the “Disclosure Schedules”). For purposes of this Article 3, “Knowledge,” “Seller’ Knowledge” “Knowledge of Seller, “Known,” or words of similar import shall mean the Actual Knowledge of David E. Xxxxx, Xxxxxxs Xxxxxx, xxx Xxm Garnxx xxx xxx knowledge that each such person would have reasonably obtained in the performance of each such person's duties as Chief Operating Officer or Manager of the Company. The Disclosure Schedules will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3. Except for those representations and warranties expressly stated in this Agreement, all Assets are being sold “as-is” and the Seller make no representations or warranties of any nature, implied or otherwise, as to the condition of such Assets, the prior maintenance of such Assets or to the fitness of any Asset to serve a specific purpose.
Sample 1
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REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. In order to induce Buyer to purchase the Assets, Seller and Owner represent, warrant and agree, jointly and severally, that the following are true and correct as of the date hereof, will remain true and correct as of the Closing Date and shall survive the transfer of assets as contemplated herein:
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER

  • 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.

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

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

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

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

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