Representations and Warranties of Seller - General Sample Clauses

Representations and Warranties of Seller - General. It is understood and agreed by Seller and Buyer that as a material inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer as follows: 1) Seller is duly organized, validity existing and in good standing under the laws of the state in which it is domiciled, and is duly qualified to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary. 2) The execution and delivery of the Agreement by Seller and the performance by Seller of the obligations to be performed by it hereunder have been duly authorized by all necessary corporate or other similar action. At least one(1) business day prior to the Closing Date, Seller shall have delivered to Buyer certified copies of relevant corporate or similar resolutions. 3) The execution and delivery of this Agreement by Seller and the performance by Seller of the obligations to be performed by it hereunder do not, and will not, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination oil or award presently in effect having applicability to Seller of to the character or bylaws of Seller. 4) The execution and delivery of this Agreement by Seller and the performance by Seller of the obligations to be performed by it hereunder do not and will not result in a breach of, or constitute a default under, any indenture or local or credit agreement or any other agreement, lease or instrument to which Seller is a party or by which it or its properties may be bound or affected. 5) This Agreement constitutes, when duly executed and delivered by Seller, a legal, valid and binding obligation of Seller enforceable against Seller according to its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, or similar laws affecting creditors' rights in general, including equitable remedies. 6) Seller has not engaged the services of a broker or other representative for the purpose of selling the Financing Arrangements and no commission or other fee is due to any other party in connection with the sale of the Financing Arrangements hereunder. 7) At least one(1) business day prior to the Closing Date Seller shall have delivered to Buyer original copies of written consents to this Agreement duly executed by any and all parties who have a lien and/or a security interest in any of the Financing ...
Sample 1
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Representations and Warranties of Seller - General. It is understood and agreed by Seller and Buyer that, as a material inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer on the date hereof and on each Funding Date as follows:
Sample 1

Related to Representations and Warranties of Seller - General

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

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

  • 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 Contractor Contractor represents and warrants to Company the following:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • 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 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:

  • 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 Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • 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:

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