Common use of Representations of Sellers Clause in Contracts

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. Sellers individually make Each Seller, severally and not jointly, makes the following representations to Buyer, which representations are accurate the Company as of the Effective Date date hereof and which will be accurate on as of the date of ClosingSettlement Date: A. a. Each Seller has the requisite corporate, limited liability company and/or limited partnership power and authority enter into this Agreement and to perform its obligations hereunder. b. The Notes set forth by such Seller’s name in Exhibit A are owned beneficially by such Seller and constitute all of the Notes owned by such Seller and, in the aggregate, the total amount of Notes listed on Exhibit A constitute all of the Notes beneficially owned by the Sellers and their Affiliates. Such Seller has full right and title to such Notes, free and clear of any lien or encumbrance whatsoever (except for those imposed by the Indenture), and full and unrestricted right and power to sell such Notes pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person that has not been obtained. c. The sale of the Notes by each Seller hereunder does not violate or represent a breach of, or constitute a default under, any instruments governing such Seller, any law, regulation or order, or any agreement to which such Seller is a party or by which such Seller is bound. The Seller is not party to any other agreement, commitment, contract or other instrument which would adversely affect its ability to perform its obligations hereunder and/or the purchase and sale transactions contemplated by this Agreement. d. This Agreement and all documents executed by Sellers which are to be delivered to Buyer at the Closing are has been duly authorized, executed and delivered by the Sellers or the duly authorized representatives of Sellers, are each Seller and constitutes a legal, valid and binding obligations obligation of Sellers such Seller enforceable against Sellers in accordance with their respective its terms, are sufficient subject to convey title (if they purport applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to do so)general principles of equity, regardless of whether considered in a proceeding in equity or at law. e. Each Seller acknowledges and agrees that none of the Company nor any of its Affiliates has given any investment advice or rendered any opinion to any Seller as to whether the sale of the Notes is prudent, and do not violate no Seller hereto is relying on any provision of representation or warranty by any agreement or judicial order to which Sellers or the Property are subject. B. Xxxxxxx are the legal and equitable owner of the Propertyother party hereto, 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 except as expressly set forth 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 f. Each Seller has made available by Sellers for inspection by Buyer with respect an independent decision to sell and transfer the Notes to the Property Company based on the information available to such Seller, which such Seller has determined is adequate for that purpose. g. Each Seller acknowledges that the Company and its Affiliates may be in possession of material, non-public, confidential information concerning the Notes or the Company or its Affiliates (ithe “Material Information”) constitute all written documents which are that is not known or otherwise available to the Sellers and that may be material in the possession or under decision to sell the control of Sellers pertaining Notes, including but not limited to the Property requested by Buyer or material to the sale information 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.type described below:

Representations of Sellers. Each Seller severally (as to himself, herself or itself and not as to any other Seller) hereby represents and warrants to Purchaser as follows: (a) Each Seller has full legal right, power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and, for Sellers individually make other than natural persons, such Seller is duly organized, validly existing and in good standing under the following representations laws of its jurisdiction of organization and has taken all corporate action necessary to Buyerauthorize the execution, which representations are accurate as delivery and performance by such Seller of this Agreement and the consummation of the Effective Date and which will be accurate on the date of Closing: A. transactions contemplated hereby. This Agreement and all documents executed by Sellers which are to be delivered to Buyer at the Closing are has been duly authorized, executed and delivered by the Sellers or the duly authorized representatives of Sellers, are legal, such Seller and constitutes a valid and legally binding obligations obligation of Sellers such Seller enforceable against Sellers such Seller in accordance with their respective its 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 except that such enforceability (i) constitute all written documents which are in the possession may be limited by bankruptcy, insolvency, moratorium or under the control other similar laws affecting or relating to enforcement of Sellers pertaining to the Property requested by Buyer or material to the sale of the Property to Buyercreditors' rights generally, and (ii) are either complete originals thereof is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or are complete in equity). (b) Each Seller has good title to the aggregate number and correct copies class of shares of capital stock of the originalsCompany or options convertible into capital stock of the Company listed beside its name on Exhibit A and such shares or options are the only shares of capital stock of the Company or options convertible into capital stock of the Company owned by such Seller. Except for this Agreement and the transactions contemplated hereby, and except as provided in the Certificate of Designation and the Registration Rights Agreement, dated March 26, 2003, there are no agreements, arrangements, warrants, options, puts, calls, or other rights, of any character to which such Seller is a party or by which any shares of capital stock of the Company or options convertible into capital stock of the Company owned by such Seller are bound relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any such shares or options, other than those which, pursuant to their terms, will terminate immediately on the Closing Date. As of the Closing Date, the shares or options to be sold by the Seller will be transferred to Purchaser free of any preemptive or subscription rights and free and clear of all Encumbrances (other than those contained in the Charter, including the Certificate of Designation, and other than such limitations as may be imposed by federal and state securities laws). D. There is no litigation(c) The execution, condemnationdelivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not or shall not (as the case may be), legal proceedingand with the passing of time or the giving of notice or both do not or shall not: (i) violate, action conflict with, result with the giving of notice or lapse of time or both in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, amendment, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the assets or properties of such Seller or any of the Neptune Companies, any articles of organization, bylaws, trust agreement, partnership agreement or certificate of partnership or other proceeding pending constitutive documents of such Seller, or, except as would not prevent or materially delay the consummation of the transactions contemplated hereby, any note, instrument, agreement, mortgage, lease, license, franchise, Governmental Permit or judgment, order, award or decree to Sellers' knowledgewhich such Seller is a party or by which the Seller is bound, threatened against Sellers or any Law affecting such Seller; or (ii) except for compliance with the Property before any court HSR Act, require the approval, consent, authorization or administrative agency which does or will materially affect the Propertyact of, or the use making by such Seller of any declaration, filing or value thereofregistration with, any Governmental Entity or other Person. E. No hazardous(d) Except as set forth in Schedule 3.20, toxic or other material regulated by Seller has not made any governmental authority as a danger to human health arrangement which would obligate Purchaser or the environment Company to pay any fee or commission (or reimburse expenses) to any broker, finder or similar intermediary for or on account of the transactions contemplated by this Agreement. (e) Except as set forth on Schedule 3.23 or Exhibit A hereto, no Seller (nor any Affiliate thereof) has been placed on any contract, arrangement, agreement or about the Property by Sellers or contract with any of their agents, employees or contractors in violation of applicable laws, rules, regulations, codes or legal ordersthe Neptune Companies. 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. Sellers individually make the following representations to Buyerrepresent and warrant to, which representations are accurate and covenant with, Purchaser as of the Effective Date and which will be accurate on the date of Closinghereof as follows: A. (a) The Trust is validly formed and exists under the laws of the State of California. (b) Sellers have all requisite power and authority to execute and deliver into this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement and all documents executed by Sellers which are to be delivered to Buyer at the Closing are has been duly authorized, executed and delivered by the Sellers or the duly authorized representatives and constitutes a valid and binding obligation of Sellers, are legal, valid and binding obligations of Sellers enforceable against Sellers in accordance with their respective its terms, are sufficient except as such enforceability may be subject to convey title the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors or general principles of equity. (if they purport to do so), d) The execution and do delivery of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to Sellers or (B) conflict with, result in any breach of or constitute a default under (1) the declaration of trust or other formation documents of the Trust, (2) any order, writ, judgment, award or decree of any court, governmental authority, bureau or agency to which either of the Sellers is a party or by which either of the Sellers may be bound or (3) any contract or other agreement or judicial order undertaking to which either of the Sellers is a party or by which either of the Property are subjectSellers may be bound. B. Xxxxxxx are the legal and equitable owner of the Property(e) No consent, with full right to convey the same; andapproval, without limiting the generality of the foregoingorder or authorization of, Sellers have not granted or registration, declaration or filing with, any option court, administrative agency or right of first refusal commission or first opportunity to any party to acquire any interest in any of the Property and no consent of any third party other governmental authority or instrumentality, is required for the execution, delivery by 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 either of the Property Sellers in connection with the execution and delivery of this Agreement or the consummation by either of the Sellers of the transactions contemplated hereby. (if) constitute all written documents which are in Upon delivery of and payment for the possession or under the control of Shares to be sold by Sellers pertaining pursuant to this Agreement, good and marketable title to the Property requested by Buyer or material Shares will pass to the sale Purchaser, free of the Property to Buyerall restrictions on transfer, liens, encumbrances, security interests, equities and (ii) are either complete originals thereof or are complete and correct copies of the originalsclaims whatsoever, other than restrictions on transfer arising under applicable securities laws. 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. Sellers Each Seller individually make makes 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 Seller which are to be delivered to Buyer at the Closing are duly authorized, executed and delivered by the Sellers Seller or the duly authorized representatives of SellersSeller, are legal, valid and binding obligations of Sellers Seller enforceable against Sellers Seller 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 Seller or the Property are is subject. B. Xxxxxxx are Seller is 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 Seller has 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 Seller in accordance with this Agreement. C. The documents made available by Sellers Seller 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 Seller 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' Seller’s knowledge, threatened against Sellers Seller 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 Seller or any of their its 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 Seller is 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.