Representations of Sellers. Sellers, jointly and severally, hereby represent and warrant to Buyer that:
Representations of Sellers. Sellers individually make the following representations to Buyer, which representations are accurate as of the Effective Date and which will be accurate on the date of Closing:
A. This Agreement and all documents executed by Sellers which are to be delivered to Buyer at the Closing are duly authorized, executed and delivered by the Sellers or the duly authorized representatives of Sellers, are legal, valid and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms, are sufficient to convey title (if they purport to do so), and do not violate any provision of any agreement or judicial order to which Sellers or the Property are subject.
B. Xxxxxxx are the legal and equitable owner of the Property, with full right to convey the same; and, without limiting the generality of the foregoing, Sellers have not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property and no consent of any third party is required for the execution, delivery or consummation of the Closing by Sellers in accordance with this Agreement.
C. The documents made available by Sellers for inspection by Buyer with respect to the Property (i) constitute all written documents which are in the possession or under the control of Sellers pertaining to the Property requested by Buyer or material to the sale of the Property to Buyer, and (ii) are either complete originals thereof or are complete and correct copies of the originals.
D. There is no litigation, condemnation, legal proceeding, action or other proceeding pending or, to Sellers' knowledge, threatened against Sellers or the Property before any court or administrative agency which does or will materially affect the Property, or the use or value thereof.
E. No hazardous, toxic or other material regulated by any governmental authority as a danger to human health or the environment has been placed on or about the Property by Sellers or any of their agents, employees or contractors in violation of applicable laws, rules, regulations, codes or legal orders.
F. There are no service contracts, maintenance contracts, management contracts, construction contracts, architectural or design contracts or similar agreements to which Sellers are a party and which relate to the Real Property that will survive the Closing and be binding upon Buyer. The foregoing representations and warranties shall survive the Closing.
Representations of Sellers. Owner and each of the Sellers, jointly and severally, represent to Buyer and NHC as follows, as of the date of this Agreement and the Closing Date:
Representations of Sellers. Each Seller makes the following representations on which the Noteholders shall be deemed to have relied in purchasing and making advances under the Notes and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, the Administrative Agent, Trust Collateral Agent and Backup Servicer may rely. The representations speak as of the execution and delivery of this Agreement and as of the applicable Transfer Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.
Representations of Sellers. The Seller represents, warrants, and agrees:
Representations of Sellers. 1.1 Sellers represent and warrant to Buyer/Processor, its successors and assigns, that Sellers own an interest in, or have the right to market Sellers' portion of the Gas produced and saved from the Leases ("Sellers' Gas") and that Sellers intend to construct, or cause to be constructed, the facilities necessary, if any, to enable Sellers to sell and deliver to Buyer/Processor for sale at the Point(s) of Delivery, as hereinafter set forth, all of Sellers' Gas in accordance with the terms and provisions of this Agreement.
Representations of Sellers. Each Seller represents to the Buyer that as of the date of this Agreement:
Representations of Sellers. Each Seller, as to itself but as to no other Seller, hereby represents, warrants and covenants to the Buyers that:
Representations of Sellers. Except as set forth in the Disclosure Schedule attached hereto, which identifies the specific sections to which each such disclosure relates, Sellers, jointly and severally (except for representations and warranties made by an individual Seller which only relate to that specific Seller (i.e. such as ownership of the Company Shares), which are made severally only), represent, warrant and covenant to Purchaser that the following statements are materially true as of the date hereof and shall be materially true and correct as of the Closing Date as if made again at and as of that time:
Representations of Sellers. Each Seller makes the following representations as to itself on which the Issuer shall rely in acquiring the Receivables. The representations shall speak as of the execution and delivery of this Agreement, and shall survive the sale of the Receivables to the Issuer and pledge thereof to the Indenture Trustee pursuant to the Indenture.
