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 Purchaser in writing and Service Contracts. (e) Seller has received no written notice, and has no knowledge, that it lacks any permit, license, certificates or authority necessary for the present use and occupancy of the Improvements. (f) No party has any right or option to acquire the Hotel or any portion thereof, other than Purchaser. (g) To the best of Seller's knowledge and belief, there are, with respect to the Hotel or to Seller, no: (i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards; (ii) pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto; (iii) pending citations from city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination laws or executive orders; (iv) condemnation proceeding pending or, to Seller's knowledge, threatened with regard to all or any part of the Hotel; or (v) other pending or threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. (all collectively, the "Pending Claims"). (h) Seller has received no Notice of Violations. (i) To the best of Seller's knowledge and belief, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, and/or other authorizations which are required for the use or operation of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all applicable laws, rules, regulations, ordinances and orders in effect as of the date hereof promulgated by any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to the Hotel, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, with respect to the Hotel, and (iii) with all limitations, requirements, restrictions, conditions, standards, prohibitions, schedules and timetables contained in any of the foregoing. (j) To Seller's knowledge without inquiry, the use by Purchaser of any of the Tradenames will not infringe any United States or state trademark, service xxxx, or tradename laws existing at the Closing, or constitute actionable appropriation of rights with respect to any other person, business or entity. (k) The sewage treatment facility servicing the Hotel is located on the Land and Seller has received no written notice that such facility is in violation of any laws applicable thereto. For purposes of this Agreement, the term "knowledge", "awareness", or other phrase used herein to denote information of which the Seller has been informed or is aware of, shall be limited to all information known or disclosed to the following (herein referred to as the "Seller's Representatives") but without independent inquiry: Xxxxxxx X. Xxxxx, Xxxxxx X. Xxx-Zur and the present department heads of the Hotel only.
Appears in 1 contract
Samples: Hotel Purchase Agreement (American General Hospitality Corp)
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 FloridaGeorgia, 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 Subject to the Lincoln Consent being obtained, 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 Purchaser in writing and Service Contracts.
(e) Seller has received no written notice, and has no knowledge, that it lacks any permit, license, certificates or authority necessary for the present use and occupancy of the Improvements.
(f) No party has any right or option to acquire the Hotel or any portion thereof, other than Purchaser.
(g) To the best of Seller's knowledge and belief, there are, with respect to the Hotel or to Seller, no:
(i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards;
(ii) pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto;
(iii) pending citations from city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination laws or executive orders;
(iv) condemnation proceeding pending or, to Seller's knowledge, threatened with regard to all or any part of the Hotel; or
(v) other pending or threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. (all collectively, the "Pending Claims").
(h) Seller has received no Notice of Violations.
(i) To the best of Seller's knowledge and belief, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, and/or other authorizations which are required for the use or operation of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all applicable laws, rules, regulations, ordinances and orders in effect as of the date hereof promulgated by any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to the Hotel, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, with respect to the Hotel, and (iii) with all limitations, requirements, restrictions, conditions, standards, prohibitions, schedules and timetables contained in any of the foregoing.
(j) To Seller's knowledge without inquiry, the use by Purchaser of any of the Tradenames will not infringe any United States or state trademark, service xxxx, or tradename laws existing at the Closing, or constitute actionable appropriation of rights with respect to any other person, business or entity.
(k) The sewage treatment facility servicing the Hotel is located on the Land and Seller has received no written notice that such facility is in violation of any laws applicable thereto. For purposes of this Agreement, the term "knowledge", "awareness", or other phrase used herein to denote information of which the Seller has been informed or is aware of, shall be limited to all information known or disclosed to the following (herein referred to as the "Seller's Representatives") but without independent inquiry: Xxxxxxx X. Xxxxx, Xxxxxx X. Xxx-Zur and the present department heads of the Hotel only.
Appears in 1 contract
Samples: Hotel Purchase Agreement (American General Hospitality Corp)
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 and, except to the extent that there are Subsequent Developments as contemplated by Section 9.3 below, will be true, correct and complete as of the Closing DateDate provided that each such representation and warranty is subject to, limited by, and conditioned upon the information disclosed to Purchaser pursuant to the terms of this Agreement:
(a) Seller is duly organized, validly existing and in good standing under the laws of the State of FloridaNorth Carolina, and has full right, power and authority to enter into, 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 HOTEL PURCHASE AGREEMENT - Page 16 ------------------------ 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. No person or entity owns any interest in the Hotel other than Seller.
(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 To Seller's actual knowledge, and except to the extent that certain items are to be discharged as of the Closing, 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 operating agreement, 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 Hotel which will, in any one case or in the aggregate, materially and adversely affect the ownership or operation of the foregoing require Hotel or Seller's ability to consummate the consent of any party not otherwise provided for in this Agreementtransactions contemplated hereby.
(d) No Act of Bankruptcy has occurred with respect to Seller.
(e) There are no material union contracts or collective bargaining agreements with respect to any employees at the Hotel, and there are no 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 (I) the Warranties previously disclosed to Purchaser, (II) guest or room bookings and Occupancy Agreements, and (III) those Service Contracts, Leases, and FF&E Leases and material warranties previously disclosed to Purchaser as set forth in writing and the Schedule of Service Contracts, Schedule of Leases, and Schedule of FF&E Leases. With respect to all of the foregoing other than guest or room bookings and Occupancy Agreements, to Seller's actual knowledge, no default (beyond applicable grace or cure periods) exists.
(ef) Seller has received no written notice, and has no actual knowledge, that it lacks any permit, license, certificates or authority necessary for the present use and occupancy of the Improvements.
(fg) No party has any right or option to acquire the Hotel or any portion thereof, other than Purchaser.
(gh) To the best of Seller's knowledge and beliefactual knowledge, there are, with respect to the Hotel or to Seller, are no:
(i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards;, which might become a lien on the Hotel; HOTEL PURCHASE AGREEMENT - Page 17 ------------------------
(ii) pending unfair labor practice charges or complaints, labor disputes, or unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto;
(iii) pending citations from charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination antidiscrimination laws or executive orders;
(iv) condemnation proceeding pending or, to Seller's knowledge, or threatened with regard to all or any part of the Hotel; or
(v) other pending or pending, threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. court which affects the Hotel or might become a lien on the Hotel, (all collectively, the "Pending Claims")) which Pending Claims could materially adversely affect the financial condition or operation of the Hotel or Seller's ability to perform under this Agreement.
(hi) Seller has received no Notice of Violations.
(ij) To the best of Seller's knowledge and beliefactual knowledge, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, notices of intent, and/or other authorizations which are required for the use or operation of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all applicable laws, rules, regulations, ordinances and orders in effect as of the date hereof promulgated by any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to the Hotel, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, with respect to the Hotel, and (iii) with all limitations, requirements, restrictions, conditions, standards, prohibitions, schedules and timetables contained in any of the foregoing.
(j) To Seller's knowledge without inquiry, the use by Purchaser of any of the Tradenames will not infringe any United States . Seller expressly makes no representation or state trademark, service xxxx, or tradename laws existing at the Closing, or constitute actionable appropriation of rights warranty with respect to any other personcompliance of the Hotel with the Americans with Disability Act of 1990, business or entityas amended, except that Seller has received no Notice of Violation with respect thereto.
(k) The sewage treatment facility servicing With respect to environmental matters, Seller has no actual knowledge: (i) of the Hotel is located presence of any "Hazardous Substances" (as defined below) on or in the Land Hotel, or any portion thereof, except in strict accordance with applicable law, or, (ii) of any spills, releases, discharges, or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Hotel, or any portion thereof, or (iii) of the presence of any PCB transformers serving, or stored on, the Hotel, or any portion thereof, and Seller has received no written notice that such facility is in violation actual knowledge of any laws failure to comply with any applicable theretolocal, state or federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances with respect to the Hotel. For purposes of this Agreement, the term "knowledge"As used herein, "awareness"Hazardous Substances" shall mean any substance or material whose presence, nature, quantity or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, is either (1) regulated, HOTEL PURCHASE AGREEMENT - Page 18 ------------------------ monitored or defined as a hazardous or toxic substance or waste by a governmental authority, or other phrase used herein to denote information (2) a basis for liability of which the Seller has been informed or is aware of, shall be limited to all information known or disclosed to the following (herein referred to as the "Seller's Representatives") but without independent inquiry: Xxxxxxx X. Xxxxx, Xxxxxx X. Xxx-Zur and the present department heads owner of the Hotel onlyto any governmental authority or third party, and "Hazardous Substances" shall also include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil, or any products, by-products or components thereof, and asbestos.
Appears in 1 contract
Samples: Hotel Purchase Agreement (American General Hospitality Corp)
Representations by Seller. Seller hereby represents and warrants unto ------------------------- to 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 Datethat:
(a) a. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaOhio, has the corporate power and authority, and has full right, power is duly qualified to own the Property and authority to enter into, this Agreement into and to assume and perform all carry out the terms of its obligations under this Agreement; and the .
b. The execution and delivery of this Agreement and the performance consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on behalf of Seller and constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms. The consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default (or an event which without notice or lapse of time or both would become a default) under, or result in the creation of a lien, or encumbrance on, the Property pursuant to;
(i) any provisions of its obligations under this Agreement require no further action charter or approval bylaws or;
(ii) to the best of Seller's shareholdersknowledge, directorsany contract, 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) instrument to which Seller is a party or an assigneeby which the Property is bound or affected or;
(iii) any law, regulation or any order, writ, injunction or decree of any court or governmental instrumentality; and
c. this Agreement has been duly executed and delivered on behalf of Seller, and all documents and instruments required hereunder to be executed and delivered by it shall have been duly executed and delivered; and
d. to the best of Seller's knowledge,
(i) the instruments listed on Exhibit "B", constitute all of the Associated Contracts which could materially affect the Property after the Effective Date; and
(ii) binding upon except as set forth in the HotelAssociated Contracts, relating no present or future production from any of the Property is dedicated under or subject to any contract, commitment, agreement or arrangement of any kind which is not terminable on ninety (90) or fewer days notice; and
(iii) no person or entity has any call upon, option to purchase or similar right with respect to the ownership, occupancy, operation Property or maintenance production therefrom except for production which is subject to agreements which are terminable on ninety (90) or fewer days notice; and
(iv) except with respect to Seller's non-consent of the LandHemlock completion in the K-26RD well, ImprovementsSeller is not obligated, FF&E by virtue of a prepayment arrangement, a production payment, a non-consent provision or Suppliesany other arrangement, except to deliver hydrocarbons produced from the Property at some future time without payment therefor or at a reduced rate of payment; and
(v) Seller is not in default of its material obligations under the Associated Contracts; and
e. to the best of Seller's knowledge, the Property includes all material permits, licenses, easements and rights of ingress and egress and other rights necessary for those Service Contracts, Leases, FF&E operations currently conducted on the Leases and Wells; and
f. to the bxxx xf Seller's knowledge, no notice from any governmental body, including without limitation the ADEC and EPA, has been served upon Seller or the operator of the Property with respect to the Property claiming any violation of any law or any other code, rule or regulation, which could have a material warranties previously adverse effect on the Property other than those disclosed to Purchaser in writing and Service Contracts.
(e) Seller has received no written notice, and has no knowledge, that it lacks any permit, license, certificates or authority necessary for prior to the present use and occupancy of the Improvements.
(f) No party has any right or option to acquire the Hotel or any portion thereof, other than Purchaser.
(g) date hereof. To the best of Seller's knowledge and beliefknowledge, there arenone of the Property, with respect nor the ownership, leasing, occupancy, or the operation thereof, is in violation of any such law, ordinance, code, rule or regulation, which would have a material adverse effect on the Property. Except as disclosed to Purchaser or known to Purchaser prior to the Hotel or to Sellerdate hereof, no:
(i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards;
(ii) pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto;
(iii) pending citations from city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination laws or executive orders;
(iv) condemnation proceeding pending orneither Seller nor, to Seller's knowledge, threatened with regard to all or any part of the Hotel; or
(v) other pending or threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. (all collectively, the "Pending Claims").
(h) Seller has received no Notice of Violations.
(i) To the best of Seller's knowledge and beliefknowledge, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, and/or other authorizations which are required for the use or operation operator of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all Property or any portion thereof has received notice of any violation of applicable lawsEnvironmental Laws, rules, regulations, ordinances and orders in relating thereto, including laws relating to the generation, manufacture, processing, transportation or distribution of pollutants, contaminants or hazardous or toxic substances or wastes, the noncompliance with which could have a material adverse effect as on the ownership or operation of the date hereof promulgated Property; and
g. there has been no material adverse change with respect to operations conducted on the Property or the production from the Property, not caused by any federalacts of God, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to which has affected the HotelProperty from and after the Effective Date, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, Seller has not done anything with respect to the HotelProperty which is not in the ordinary course of Seller's business, and (iii) with all limitationswhich would have a material adverse effect on the Property; and
h. to the best of Seller's knowledge, requirementsthere is no suit or action or legal or administrative proceeding or arbitration pending or threatened, restrictionsnor any claim, conditions, standards, prohibitions, schedules and timetables contained in by any administrative agency or governmental body pending or threatened against any of the foregoing.Property, or against Seller and relating to or affecting in any way the Property, which could have a material adverse effect on the Property, other than those reflected in Exhibit "D" attached hereto; and
(j) To i. to the best of Seller's knowledge without inquiryknowledge, the use operator of the Property has timely paid all taxes, governmental charges, duties, penalties, interests and fines due and payable by Purchaser it and affecting the Property and its operations on or before the date of this Agreement where the failure to make such payment could jeopardize the continued validity of a lease; and
j. neither Seller nor any affiliate of Seller has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement, nor have any of them taken any action which would give rise to a valid claim against any party hereto for a brokerage commission, finder's fee royalty or overriding royalty or like payment and Seller shall indemnify and hold Purchaser, its affiliates, and their respective officers, directors, agents and employees harmless from any and all such obligations; and
k. to the Tradenames will not infringe any United States or state trademarkbest of Seller's knowledge, service xxxxexcept as set forth in Exhibit "D", or tradename laws existing at the Closing, or constitute actionable appropriation of rights and except with respect to any the Prudhoe Bay Unit, no personal injury, material property damage or other person, business or entity.
(k) The sewage treatment facility servicing the Hotel is located casualty loss has occurred on the Land and Seller Property, which has received no written notice that such facility is in violation of any laws applicable thereto. For purposes of this Agreement, the term "knowledge", "awareness", or other phrase used herein to denote information of which the Seller has not been informed or is aware of, shall be limited to all information known or disclosed finally resolved prior to the following Effective Date, which could subject Purchaser to liability; and
l. no third party has a preferential right to purchase the Property or any portion thereof, except as set forth in Exhibit "E"; and
m. no third party consents to the Assignment are required, except as set forth in Exhibit "F" or except to the extent such consents are customarily obtained subsequent to an Assignment; and
n. Seller owns twelve thousand (herein referred 12,000) shares of the stock of Cook Inlet which represents thixxx percent (30%) of the outstanding shares of stock of Cook Inlet; and
o. to as the "xxx best of Seller's Representatives") but without independent inquiry: Xxxxxxx X. Xxxxxknowledge, Xxxxxx X. Xxx-Zur there are no outstanding claims, bills, charges or debts associated with Seller's ownership in Cook Inlet except normal operxxxxg expenses and the present department heads of the Hotel onlyexcept as set forth in Section 14 hereof.
Appears in 1 contract
Representations by Seller. Seller hereby represents and warrants ------------------------- unto ------------------------- Purchaser that to its actual knowledge, 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, Illinois and has full right, power and authority to enter into, 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 Neither the entry into, the performance of, or nor 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, 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, Warranties and FF&E Leases and material warranties previously disclosed to Purchaser in writing and Service Contractswriting.
(e) Seller has received no written notice, and has no knowledge, that it lacks any permit, license, certificates or authority necessary for the present use and occupancy of the Improvements.
(f) No party has any right or option to acquire the Hotel Property or any portion thereof, other than Purchaser.
(gf) To the best of Seller's knowledge and belief, there There are, with respect to the Hotel or to Seller, no:
(i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards;
(ii) pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto;
(iii) pending citations from charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination antidiscrimination laws or executive orders;
(iv) condemnation proceeding pending or, to Seller's knowledge, or threatened with regard to all or any part of the Hotel; or;
(v) other pending pending, or threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. ; or
(all vi) uncured Notices of Violation, whether threatened or pending (all, collectively, the "Pending ClaimsPENDING CLAIMS").. --------------
(hg) Seller has received no Notice of Violations.
(i) To the best of Seller's knowledge and belief, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, notices of intent, and/or other authorizations which are required for the use or operation of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all applicable laws, rules, regulations, ordinances and orders in effect as of the date hereof promulgated by any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to the Hotel, including without limitation the Americans With Disabilities Act of 1990, as amended, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, with respect to the Hotel, and (iii) with all limitations, requirements, restrictions, conditions, standards, prohibitions, schedules and timetables contained in any of the foregoing.
(jh) To Seller's knowledge without inquiry, the The use by Purchaser of any of the Tradenames will not infringe any United States or state trademark, service xxxx, or tradename laws existing at the Closing, or constitute actionable appropriation of rights with respect to any other person, business or entity.
(ki) The sewage treatment facility servicing documents delivered by Seller under Section 5.2 are the only documents or agreements pertaining to the Hotel is located on which are in the Land and possession or control of Seller has received no written notice that such facility is in violation of any laws applicable thereto. For purposes of this Agreement, the term "knowledge", "awareness", or other phrase used herein to denote information of which the Seller has been informed or is aware of, shall be limited to all information known or disclosed to the following (herein referred to as the "Seller's Representatives") ACQ but without independent inquiry: Xxxxxxx X. Xxxxx, Xxxxxx X. Xxx-Zur and the present department heads of the Hotel onlynot Manager.
Appears in 1 contract
Samples: Hotel Purchase Agreement (American General Hospitality Corp)
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 FloridaGeorgia, 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 Subject to the State Street Bank Consent being obtained, 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 Purchaser in writing and Service Contracts.
(e) Seller has received no written notice, and has no knowledge, that it lacks any permit, license, certificates or authority necessary for the present use and occupancy of the Improvements.
(f) No party has any right or option to acquire the Hotel or any portion thereof, other than Purchaser.
(g) To the best of Seller's knowledge and belief, there are, with respect to the Hotel or to Seller, no:
(i) pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards;
(ii) pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto;
(iii) pending citations from city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or anti-discrimination laws or executive orders;
(iv) condemnation proceeding pending or, to Seller's knowledge, threatened with regard to all or any part of the HotelHotel other than the conveyance to the Georgia Department of Transportation ("DOT") of approximately 0.0070 acres of the Land pursuant to a Right of Way Deed given by French Quarter Suites, Inc. to the DOT, dated August 6, 1996 and recorded in Book 10013, Page 388, Xxxx County, Georgia, and an accompanying Quit Claim Deed given by State Street Bank and Trust Company, dated November 12, 1996 and recorded November 25, 1996 in Book 10013, Page 384, in connection with a project designated by the DOT as the Xxxxx Xxxx Reliever Project and numbered STP-9036(3); or
(v) other pending or threatened (in writing) or actual litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court. (all collectively, the "Pending Claims").
(h) Seller has received no Notice of Violations.
(i) To the best of Seller's knowledge and belief, Seller and the Hotel are in compliance in all material respects (i) with all terms and conditions of all written notices, permits, licenses, registrations, certificates of occupancy, applications, consents, zoning and/or building code restrictions, variances, and/or other authorizations which are required for the use or operation of the Hotel, (ii) except as disclosed in the capital expense budget for the Sheraton Key Largo and in the Seller's deliveries under Section 5.2 hereof, with all applicable laws, rules, regulations, ordinances and orders in effect as of the date hereof promulgated by any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, or any applicable judicial or administrative decision that relate to the Hotel, and regulations or orders promulgated thereunder, and all such laws, rules and regulations that relate to the environment or the pollution, preservation, protection, clean-up or remediation thereof, or the treatment, storage, disposal or other management of "hazardous substances," as such term is currently defined in the Comprehensive Environmental Response, Compensation Liability Act of 1980, with respect to the Hotel, and (iii) with all limitations, requirements, restrictions, conditions, standards, prohibitions, schedules and timetables contained in any of the foregoing.
(j) To Seller's knowledge without inquiry, the use by Purchaser of any of the Tradenames will not infringe any United States or state trademark, service xxxx, or tradename laws existing at the Closing, or constitute actionable appropriation of rights with respect to any other person, business or entity.
(k) The sewage treatment facility servicing the Hotel is located on the Land and Seller has received no written notice that such facility is in violation of any laws applicable thereto. For purposes of this Agreement, the term "knowledge", "awareness", or other phrase used herein to denote information of which the Seller has been informed or is aware of, shall be limited to all information known or disclosed to the following (herein referred to as the "Seller's Representatives") but without independent inquiry: Xxxxxxx X. Xxxxx, Xxxxxx X. Xxx-Zur and the present department heads of the Hotel only.under
Appears in 1 contract
Samples: Hotel Purchase Agreement (American General Hospitality Corp)
