Representations of Seller and Purchaser. The respective agreements, representations, warranties and other statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02.
Representations of Seller and Purchaser. (a) Seller represents and warrants that:
(i) Seller is the owner of the leasehold title to Seller's Premises and to the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and has the legal authority, pursuant to the Act, to enter into this Agreement without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this Agreement.
(ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement.
(iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound.
(iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent.
(v) Seller has not received notice, and has no knowledge, of any pen...
Representations of Seller and Purchaser. Each of the Parties represents to the other as follows:
(a) Such Party is a sophisticated purchaser or seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale or purchase of the Securities, and such Party has independently and without reliance upon the other Party and based on such information as it has deemed appropriate, including its own due diligence, in its independent judgment made its own analysis and decision to sell or purchase the Securities.
(b) Such Party acknowledges that the other Party and such other Party’s principals, affiliates or representatives may possess material non-public information (“Excluded Information”) regarding the Securities, the Company, its other outstanding debt or securities, and the Company’s capital expenditures, earnings and other financial and business information and prospects that has not been provided to the other Party, including, without limitation, information received on a confidential basis directly or indirectly from (i) the Company, (ii) the Company’s affiliates, (iii) other creditors of and/or potential investors in, the Company or its affiliates, and (iv) the respective representatives or agents of each of the foregoing. Each Party acknowledges that it has not requested and does not wish to receive Excluded Information from the other Party, and neither Party will rely upon the other Party to furnish or make available any documents or other information regarding the credit, affairs, financial condition, prospects, business or any other matter concerning the Company, its affiliates, or the Securities. Each Party agrees that the other Party shall have no liability whatsoever to such Party with respect to the non-disclosure of Excluded Information, and each Party releases and forever discharges the other Party from any such liability.
(c) Neither Party has received any investment advice or opinion from the other Party as to whether the purchase or sale of the Securities is prudent or suitable for that Party, and neither Party is relying on any representation or warranty of the other Party in connection with the purchase and sale transaction contemplated hereby, except as expressly set forth herein.
Representations of Seller and Purchaser. 12 13. Taxes, Prorated Items and Closing Costs . . . . . . . . . . . . . . . . . . . . . . 15 14. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 15.
Representations of Seller and Purchaser. (a) Each party comprising Seller severally represents, warrants and covenants to Purchaser as to the respective property it owns as follows:
(i) Provided the consents and approvals referred to in Paragraph 4 of this Agreement are duly obtained, neither the execution and delivery of this Agreement by each such Seller, nor the consummation of the transaction contemplated hereby, nor the compliance by each such Seller with any of the provisions hereof will: (A) violate, conflict with or result in a breach of any provisions of any note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which any such Seller is a party; or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller;
(ii) Except as set forth in this Agreement, no consent or approval by, notice to, or registration with, any person, entity, regulatory body, administrative agency or other governmental authority is required on the part of any party comprising the Seller in connection with the execution and delivery of this Agreement by any such Seller or the consummation by any such Seller of the transactions contemplated hereby;
(iii) This Agreement is and all other documents reflecting the transactions contemplated herein to which any such Seller
Representations of Seller and Purchaser. Seller represents and warrants in the form of an independent undertaking (selbständiges Garantieversprechen) within the meaning of Section 311 (1) of the German Civil Code (Bürgerliches Gesetzbuch - BGB) to Purchaser as of the date hereof and as of the Closing Date: * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - The Sale Share has been validly issued in compliance with applicable law. Seller holds full and unrestricted legal and benefical title (uneingeschränkte rechtliche und wirtschaftliche Inhaberschaft) to the Sale Share. - The Sale Share has been fully paid up; all contributions with respect to the Sale Share have been made in compliance with applicable law and no repayments of the stated capital have been made to Seller. - The Sale Share is not encumbered by any third party rights. - There are no silent partnerships or sub-participations with regard to the Sale Share.
Representations of Seller and Purchaser
