Representations and Warranties of the Sellers as to the Assets Sample Clauses

Representations and Warranties of the Sellers as to the Assets. Each Seller, for itself solely as it relates to such Seller’s Assets, hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date as follows:
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Representations and Warranties of the Sellers as to the Assets. Each Seller and City Center LLC hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date, with respect to the Asset and Property owned by such Seller or City Center LLC, as follows: (a) Ownership of the Asset. (i) Such Seller or City Center LLC is the owner of the Asset or Property free and clear of any lien, pledge, charge, security interest, encumbrance, title retention agreement, adverse claim or restriction except for the Permitted Exceptions and (ii) with respect to the Ground Lease, the Ground Lease is in full force and effect, neither Seller, nor City Center LLC, has received any notice of default (which remains uncured) and knows of no event which with the giving of notice or the passing of time or both will constitute a default under such Ground Lease, and the Seller and City Center LLC have not terminated or modified or, as applicable, caused City Center LLC to terminate or modify the Ground Lease, except as set forth on Schedule A-2. It has the right to sell the Asset pursuant to the terms of this Agreement. Upon transfer of the Asset by Seller to the Buyer and upon delivery by the Buyer to the Sellers of the Purchase Price, the Buyer will receive the Asset free and clear of any encumbrances other than (i) the Permitted Exceptions and (ii)any encumbrances arising from acts of the Buyer or its affiliates. It has not prior to the date hereof sold (or entered into an agreement to sell) the Asset, and with respect to the Property, the Seller has not caused City Center LLC to sell (or enter any agreement to sell) said Property (except for the possible granting of security interests, all of which, except with respect to the NY Life Loan being assumed or taken subject to by Buyer, will be terminated prior to the Closing). Other than as set forth on Schedule C-1 hereto and except as contained in the Loan Documents, there are no options, instruments or agreements to which any Interest is bound or pursuant to which any such Interest might be restricted or otherwise encumbered.
Sample 1
Representations and Warranties of the Sellers as to the Assets. Each Seller and Property Owner hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date, with respect to the relevant Asset and Property owned by such Seller or Property Owner, as follows:
Sample 1

Related to Representations and Warranties of the Sellers as to the Assets

  • Representations and Warranties of the Seller as to the Receivables The Seller has made, in the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Issuer shall be deemed to have relied on such representations and warranties in accepting the Receivables. Such representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.01(a), the Depositor has sold, transferred, assigned and otherwise conveyed to the Issuer, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of such representations and warranties. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuer under this Agreement, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement and that the Issuer shall not be obligated to enforce any such right indirectly through the Depositor.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • 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 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 BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

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

  • 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.

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