Representations and Warranties - Seller. Seller represents and warrants as follows:
Representations and Warranties - Seller. Seller represents and warrants to Purchaser upon the execution hereof and at Closing that:
Representations and Warranties - Seller. Seller hereby represents and warrants to Buyer that:
Representations and Warranties - Seller. SELLER represents and warrants to BUYER that, to its Knowledge and except as a breach of any such representations and warranties would not constitute a Material Adverse Effect:
Representations and Warranties - Seller. (a) Seller hereby warrants and represents that, as of the Effective Date, this Agreement and the performance of Seller’s obligations under it and all the documents executed by Seller that are to be delivered to Buyer at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by Seller and are, or at the Closing Date shall be, legal, valid, and binding obligations of Seller, and do not, and on the Closing Date shall not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. Consent of the Seller’s Board of Education is required for Seller to enter into or to perform Seller’s obligations under this Agreement, and will be obtained before the Agreement is executed on behalf of the Seller hereunder.
Representations and Warranties - Seller represents and warrants to Buyer, as of the date of this Amendment, as follows: (i) all representations and warranties made by it in Article 10 of the Repurchase Agreement (other than those representations and warranties which were disclosed in writing to Buyer with respect to any Purchased Asset prior to the Purchase Date thereof) are true and correct in all material respects; (ii) it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance; (iii) the person signing this Amendment on its behalf is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this Amendment will not violate (i) any Requirement of Law applicable to it or (ii) its organizational documents or any agreement by which it is bound or by which any of its assets are affected, in each case, to the extent that such conflict or breach would have a material adverse effect upon Seller’s ability to perform its obligations hereunder or under the Transaction Documents; (v) the execution, delivery and performance of this Amendment will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien of any nature whatsoever upon any of the property or assets of Seller; (vi) except for those obtained or filed on or prior to the date hereof, Seller is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental authority or other agency in connection with or as a condition to the execution, delivery or performance of this Amendment; 6 (vii) this Amendment is a legal and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights and subject, as to enforceability, to general principals of equity, regardless whether enforcement is sought in a proceeding in equity or at law; and (viii) this Amendment has been duly executed and delivered by it. ARTICLE 4
Representations and Warranties - Seller. Seller makes the following representations and warranties which shall be true and correct as of the date hereof and the date of close of escrow (regardless of any investigations Buyer shall have made with respect thereto prior to the close of escrow) and which shall survive the close of escrow through the close of business on the date six (6) months after the close of escrow. In the event that, during the period between the date hereof and the close of escrow, Seller learns, or has a reason to believe, that any of the following representations and warranties may cease to be true, Seller hereby covenants to give written notice thereof to Buyer as soon as is reasonably possible.
Representations and Warranties - Seller. 9 6.1 Organization and Existence. . . . . . . . . . . . . . . . . . . . . . 9
Representations and Warranties - Seller. Seller represents and warrants to Purchaser, as of the date of this Agreement, ach Closing Date and Purchase Date, as follows:
