Representations by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property:
(a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;
(b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property;
(c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease;
(d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations;
(e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation;
(f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and com...
Representations by Seller. Seller hereby represents and warrants unto Purchaser that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
(a) Organization and Power. Seller is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Arizona. Seller has full right, power, and authority to enter into this Agreement and to perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by all requisite action of Seller and require no further action or approval of Seller's members or managers or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Seller.
Representations by Seller. Seller hereby represents and warrants unto Purchaser that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
Representations by Seller. Seller hereby represents and warrants unto ------------------------- Purchaser that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
(a) Seller is duly organized, validly existing and in good standing under the laws of the State of Florida, and has full right, power and authority to enter into, this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Seller of its obligations under this Agreement require no further action or approval of Seller's shareholders, directors, members, managers or partners (as the case may be) or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Seller. The individuals and/or entities signing below in the indicated representative capacities are fully authorized so to act.
(b) Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations, but is part of a U.S. based real estate holding company).
(c) None among the entry into, the performance of, or compliance with this Agreement by Seller has resulted, or will result, in any violation of, default under, or acceleration of any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement, mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or to the Hotel; nor will any of the foregoing require the consent of any party not otherwise provided for in this Agreement.
(d) There are no material leases, management agreements, leasing agent's agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements individually or in the aggregate (i) to which Seller is a party or an assignee, or (ii) binding upon the Hotel, relating to the ownership, occupancy, operation or maintenance of the Land, Improvements, FF&E or Supplies, except for those Service Contracts, Leases, FF&E Leases and material warranties previously disclosed to Purch...
Representations by Seller. As of the date hereof and as of the Closing Date, Seller represents and warrants to Buyer that all of the following statements are true:
Representations by Seller. The Seller represents and warrants to the ------------------------- Company that Seller has the absolute and unrestricted right, power and authority to sell, transfer and assign the Repurchased Shares to the Company pursuant to this Agreement, free and clear of any liens, claims, pledges or other encumbrances. No consent, approval or authorization of or notice to any third party is necessary in connection with the sale, purchase or delivery of the Repurchased Shares.
Representations by Seller. Seller covenants and represents:
a. That Seller is the sole owner of the Assets with full right to sell or dispose of it as Seller may choose, and no other person has any claim, right, title, interest, or lien in, to, or on the Business or Assets.
b. That Seller has no undischarged obligations affecting the Assets being sold under this contract, other than obligations that arose in the usual and regular course of business.
c. That there are presently and will be at the time of closing, no liens or security interests against the property and assets being transferred herein.
Representations by Seller. Seller represents and warrants to Buyer as follows:
A. [USE THIS IF THE PROPERTY IS VACANT] The Property is not being used as a rental property. [USE THIS IF THE PROPERTY IS OCCUPIED] The Property is being used as a rental property and is leased to , a copy of which lease has been delivered to Buyer. That lease is the only lease in effect with respect to the Property as of Opening, and it is in full force and effect without modification. Seller is not in default and, to Seller’s knowledge, tenant is not in default with respect to the lease, except as otherwise disclosed in writing to Buyer.
B. This Contract and each of the documents and agreements to be delivered by Seller at XXX constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
C. Neither the execution of this Contract nor the performance by Seller of its obligations under this Contract will result in any breach or violation of (1) to Seller’s actual knowledge, the terms of any law, rule, ordinance, or regulation; or (2) any decree, judgment or order to which Seller is a party now in effect from any court or governmental body; and (3) there are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Seller in order to carry out the transactions contemplated by this Agreement.
D. The execution and delivery of this Agreement and performance by Seller of its obligations under this Agreement will not result in the creation of any new, or the acceleration of any existing, lien, charge, or encumbrance upon the Property.
E. Seller has no actual knowledge and has received no notice that the Property is not in compliance with all applicable laws governing the use and operation thereof, nor, to Seller’s actual knowledge, does there exist any facts or circumstances on the Property which with notice or the passage of time would constitute such a violation.
F. The payoff of the total of all loans and other debts and encumbrances secured against the Property is Seller represents to Buyer that Seller may have equity and Seller understands Seller may be selling for less than current market value.
G. As of Opening, Seller has not entered into any other agreement or contract to sell the Property.
H. Seller has disclosed to Buyer all material latent defects and any information concerning the Premises known to Seller. Each of the representations and warranties of Seller contained in this Section constitut...
Representations by Seller. 1. Seller represents and warrants that, to Seller's actual knowledge:
1.1 Seller is a Florida corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida authorizing it to construct, operate and maintain a public water distribution system.
1.2 Seller is, and at the Closing (the "Closing" as hereinafter defined) will be, the owner of the Facilities with good and marketable title, free and clear of all liens and encumbrances.
1.3 Purchaser is exempt from the Florida Public Service Commission regulation (hereinafter referred to as the "Commission").
1.4 Seller will cooperate fully with the Purchaser in any and all applications or petitions to public authorities deemed necessary or desirable by Purchaser in connection with the purchase of the Facilities from Seller as contemplated herein.
1.5 Attached hereto as Exhibits “A” and “B” are a detailed maps of the Facilities of Seller to be acquired by Purchaser, pursuant to this Agreement, showing both their respective installation and description. Said Facilities include all water utility distribution and wastewater collection assets and equipment owned by the Seller within the Property, including but not limited to a complete Utility system as shown in Exhibit “C”. The engineering plans and specifications for the Facilities have been organized and will be transferred to Purchaser with all other records. Said Facilities expressly exclude customer deposits and accounts receivables, if any, both of which shall be transferred to the Seller within 180 days of Closing. The Facilities are constructed within Sellers lands or are otherwise accessible to Seller and Purchaser. To the extent that such rights of access do not exist, Seller agrees to grant those rights at Closing.
1.6 Attached hereto as Exhibit “D” is a list, signed by the Seller, and briefly describing, as of the date of this Agreement, the following:
1.6.1 All pending or threatened action at law, suits in equity or administrative proceedings relating to the Facilities;
1.6.2 All contracts or obligations of any nature between Seller and any other party including all developer agreements relating to the Property.
1.6.3 All real estate, easements and rights and/or privileges associated with the utility owned by Seller to be transferred hereunder.
1.7 Except as indicated in Section 1.6, there are no pending or threatened actions at law or suits in equity relating to the Facilities, or any pending or threatened proc...
Representations by Seller. Seller makes the following representations and warranties to Purchaser as of the Execution Date, as well as those representations and warranties set forth in the Representation Letter and Agreement executed on this date, all of which shall survive the Execution Date:
