REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. In order to induce Buyer to enter into this Agreement, Seller and each of the Principals, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals, jointly and severally, represent and warrant to Buyer and Parent, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Knowing that Buyer relies thereon, Seller and Principals, jointly and severally, represent, warrant and covenant to Buyer as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. To induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereunder, each Seller and Principal hereby jointly and severally represent, warrant and covenant, as of the date hereof and as of the Effective Date, as follows:
(a) Each of Memphis, LLC, Nashville, LLC, and Mississippi, LLC are limited liability companies duly organized, validly existing and in good standing under the laws of the states of their respective organization as first set forth above, and each has all requisite power and authority to enter into this Agreement and the other agreements contemplated hereby, and to perform its obligations hereunder and thereunder. Each Seller is duly qualified, registered and authorized to conduct business and own, operate and lease its properties as and in the places where first indicated above.
(b) Seller has full right, title and authority to sell, transfer and assign, as applicable, the Purchased Assets;
(1) As of the Effective Date, there will be no liens, claims, charges, obligations or encumbrances whatsoever (including, without limitation, taxes) against the Purchased Assets, except for the Assumed Debt. Other than the lien under the Assumed Debt, Seller has good and marketable title to the Purchased Assets and they are fully operational and in good working condition as of the Effective Date and shall be fully operational and in good working condition as of Closing.
(c) Each of this Agreement and all other documents executed or to be executed by Seller pursuant hereto constitutes, or when executed, shall constitute the valid obligation of Seller, legally binding upon it and enforceable against it in accordance with their terms.
(d) The execution, delivery and performance of this Agreement and the agreements contemplated in this Agreement to which Seller is a party do not and shall not violate the provisions of (i) the articles of organization, operating agreements, articles of incorporation, bylaws or other constituent documents of any Seller; (ii) any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Seller is a party or which is binding upon Seller or any of its property or assets; or (iii) any law, regulation, judgment or order which is binding upon Seller or any of its property or assets.
(e) To Seller’s knowledge, Seller is not in breach of any contract or agreement regarding the Purchased Assets, the Sale Restaurants or the Premises and, to Seller’s knowledge, there is...
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals hereby, jointly and severally, represent and warrant to SABI and Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Section 2.1 Status.................................................... 9 Section 2.2 Due Authorization......................................... 9 Section 2.3
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals hereby jointly and severally represent and warrant to Purchaser as set out below and acknowledge that Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Assets.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. In order to induce Buyer to enter into this Agreement, Seller and the Principals jointly and severally hereby make the following representations and warranties to Buyer. As used in this Agreement, the phrase "To the knowledge of Seller" shall mean and include only the facts and other information which are, on the date such representations and warranties are made, within the actual knowledge of each of Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, without any independent verification or investigation by them of the facts or other information stated.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals represent and warrant to Buyer that the statements contained below are true and correct, except as set forth in the disclosure schedule or any supplemental disclosure letter (the “Seller Disclosure Schedule”) delivered by Seller and Principals to Buyer, on the date hereof and as of the Closing Date. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify other sections and subsections in this Article III where it should be reasonably apparent that such disclosure relates to other such sections and subsections. When used herein, the phrase “to the knowledge of Seller” means the actual knowledge of the Principals after having conducted a commercially reasonable inquiry.
