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Representations by the Seller Sample Clauses

Representations by the Seller. The Seller hereby represents and warrants to the REIT that the following statements are true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
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Representations by the Seller. The Seller represents and warrants to the Buyer as follows:
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Representations by the Seller. 4.1 The Seller represents and warrants to the Subscriber that: (A) The Seller is a corporation duly organized, existing and in good standing under the laws of Japan and has the corporate power to conduct the business which it conducts and proposes to conduct. (B) The Seller is the current record holder of the shares it seeks to sell of WB Burgers Asia, Inc., a Nevada Corporation.
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Representations by the Seller. 4.1 The Seller represents and warrants to the Subscriber that: (A) The Seller is a citizen of Japan. (B) The Seller is the current record holder of the shares it seeks to sell of Zentrum Holdings, Inc., a Delaware Corporation.
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Representations by the Seller. A. It is a privately held Florida corporation in good standing that was organized in 1999 for the primary purpose of serving small cap companies and investors. B. It has developed a presence on the World Wide Web at wallstreet-review.net. X. Xx xxx xxxxxxxx xts private business pursuant to a business plan to exploit a Web Site by exposing subscribing public companies to the seller's data base of securities brokers throughout the world, by exposing private companies to shell companies, by providing /s/RM /s/MD Exhibit 99.1 consulting services to subscribers for a fee, and by raising capital on behalf of contracting parties. D. It will jointly develop with the board members of the Purchaser a business plan for the Reorganized Company that will include a plan intended to: (1) create sufficient value in the Reorganized Company so as to incent warrant holders to exercise their warrants at a reasonable price; (2) qualify the Reorganized Company for listing on the American Stock Exchange by December 31, 2000; (3) raise investment capital to facilitate the Reorganized Company to expand its services capability and increase its public acceptance; among other goals as listed above. E. Neither it nor its principals are party to litigation or regulatory disciplinary actions, none of them has any judgments pending, and none of them is aware of any claims that are likely to be asserted against them. F. It is current in its obligations to creditors and regulatory filings. G. It is solvent. H. It has prospective cash investors who have expressed an interest in investing capital in the Reorganized Company. I. It has obtained the necessary consents from its officers, directors or shareholders to enter into this Agreement. J. This Agreement does not conflict with or breach any article of its incorporation, bylaws, or applicable laws. /s/RM /s/MD 10 Exhibit 99.1 K. This Agreement does not conflict with or breach any agreement with a third party, any order or judgment, any law or regulation, and its enforcement will not result in any loss of rights or privileges. L. It is lawfully capable of performing all acts necessary to perform the contemplated merger with the Seller. M. The performance of the terms and intentions of this Agreement will not violate any agreement or restriction upon the Company. N. It or its principals possess all licenses and permits from all federal, state and local agencies that are necessary to the conduct its proposed business O. No broker or finder or ...
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Representations by the Seller. The Seller, on behalf of itself and the Owner, represents and warrants to the REIT and the Operating Partnership that, except as disclosed on a schedule of exceptions prepared by the Seller, which shall consist of numbered paragraphs corresponding to the subsection of this Section 4.2 to which such exceptions apply (the “Seller’s Disclosure Schedule”), each and every one of the following statements is true, correct, and complete as of the date hereof. The Seller’s Disclosure Schedule is incorporated herein by reference and expressly made a part hereof.
Sample 1
Representations by the Seller. The Seller represents and warrants to the Purchaser that the Seller beneficially owns the Notes and has the absolute and unrestricted right, power and authority to sell, transfer and assign the Notes to the Purchaser pursuant to this Agreement, in each case free and clear of any liens, claims, pledges, options, rights of first offer, rights of first refusal or other encumbrances (collectively, “Liens”). The Seller further represents and warrants to the Purchaser that (i) upon consummation of the purchase and sale of the Notes as provided in this Agreement, the Purchaser shall receive good and marketable title to the Notes, free and clear of any Liens, other than any Liens created by the Purchaser, and (ii) no consent, approval or authorization of or notice to any third party is necessary in connection with the sale, purchase or delivery of the Notes as provided herein.
Sample 1
Representations by the Seller. The Seller hereby represents and warrants to the Buyer that the statements contained in this Section 2 are correct and complete and further acknowledges that Buyer is entering into this Agreement in reliance thereon. 2.1 The Seller is the sole owner of the Purchased Shares and such shares are free and clear of any lien, pledges or encumbrance of any kind and/or of any third party rights. 2.2 All actions on the part of the Seller necessary for the execution of this Agreement and for the transfer of the Purchased Shares to the Buyer under this Agreement have been taken 2.3 The Seller has all requisite power and authority to execute, deliver, and perform this Agreement. 2.4 This Agreement is the legal, valid, and binding obligation of the Seller, and is enforceable against the Seller in accordance with its terms. 2.5 All waivers or other consents needed from any banks, members, managers, governmental entities, or other third parties in connection with the transactions contemplated by this Agreement, have been obtained, and evidence was delivered to the Buyer 2.6 The Seller represents and acknowledges that the EGTK Shares (as defined below) are being acquired for investment by Seller for the Seller's own account, not as a nominee or agent, and not with a present view to the resale or distribution of any part thereof, and Seller has no present intention of selling, granting any participation in, or otherwise distributing the EGTK Shares. Seller understands that the EGTK Shares have not been registered under the Securities Act of 1933 (the "1933 Act") or the laws of any state, that the issuance of the EGTK Shares to Buyer is being undertaken in reliance upon an exemption from the registration requirements of the 1933 Act, and that the certificates evidencing the EGTK Shares will be endorsed with a restrictive legend. 2.7 Other than as stated above, the Purchased Shares are sold as is, without any other representations and warranties
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Representations by the Seller. The Seller represents to Aquatic that the following statements are true and correct and shall be true at and as of the Closing Date in all material respects, The Seller shall perform and comply in all material respects with all covenants and conditions herein required.
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Related to Representations by the Seller

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Representations by the Issuer The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”): 2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. 2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions. 2.3 The Interests have been duly and validly authorized and issued. 2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • 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 complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Deliveries by the Seller At the Closing the Seller shall deliver the following instruments and documents to the Buyer or their designees: (a) the Xxxx of Sale as provided in Section 1.1; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assets; (d) the opinion of counsel provided for in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and as of the Closing Date and are then true and accurate as though then made (unless such representations and warranties expressly speak as to a specific date other than the date thereof and, in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer); and (iii) the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the terms and conditions of the Promissory Notes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Promissory Notes and the Company. (f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes. (h) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Most Referenced Clauses

Most Referenced Definitions