Common use of Representations, Warranties and Covenants; Obligations of Seller; Certificate Clause in Contracts

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's representations and warranties made in this Agreement shall be true and correct as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effect.

Appears in 4 contracts

Samples: Purchase Agreement (Humphrey Hospitality Trust Inc), Purchase Agreement (Humphrey Hospitality Trust Inc), Purchase Agreement (Humphrey Hospitality Trust Inc)

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Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the ; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Agreement. Further, a duly authorized officer of Seller shall have executed and delivered to the Purchaser at Closing a Certificate “bring down certificate” with respect to the foregoing effectaforesaid representations and warranties.

Appears in 4 contracts

Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale (Moody National REIT I, Inc.), Agreement of Purchase and Sale (Moody National REIT I, Inc.)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the ; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effectAgreement.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Lodging Fund REIT III, Inc.), Agreement of Purchase and Sale (Lodging Fund REIT III, Inc.)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the ; and Seller or the physical or financial condition of the Property since the date hereof, the Seller and Ground Lessee shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effectAgreement.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Ashford Inc.), Agreement of Purchase and Sale (Ashford Hospitality Trust Inc)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the ; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Seller Agreement. Further, a duly authorized officer of Fee Owner shall have executed and delivered to the Purchaser at Closing a Certificate “bring down certificate” with respect to the foregoing effectits representations and warranties.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Moody National REIT I, Inc.), Agreement of Purchase and Sale (Moody National REIT I, Inc.)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's representations and warranties made in this Agreement shall be true and correct as of the date hereof and as of the date of Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate certificate to the foregoing effect.

Appears in 2 contracts

Samples: Agreement of Purchase (Innkeepers Usa Trust/Fl), Agreement of Purchase (Innkeepers Usa Trust/Fl)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the ; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Agreement. Further, a duly authorized officer of Seller shall have executed and delivered to the Purchaser at Closing a Certificate “bring down certificate” with respect to its representations and warranties in the foregoing effectform of Exhibit “B” attached hereto.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Moody National REIT II, Inc.)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its their material covenants and other obligations under this Agreement Agreement, and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate certificate to the foregoing effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)

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Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's representations and warranties made in this Agreement shall be true and correct as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effect.

Appears in 1 contract

Samples: Purchase Agreement (Humphrey Hospitality Trust Inc)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the ; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement Agreement. Further, a duly authorized officer of Fee Owner and the Seller Interest Owner shall have executed and delivered to the Purchaser at Closing a Certificate “bring down certificate” with respect to the foregoing effectits representations and warranties.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Moody National REIT I, Inc.)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's representations and warranties made in this Agreement shall be true and correct as of the date hereof and as of the date of Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effect.this

Appears in 1 contract

Samples: Agreement of Purchase (Innkeepers Usa Trust/Fl)

Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's ’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made, there shall have occurred no material adverse change in made (except for untruths or inaccuracies of which Purchaser obtains knowledge prior to the financial condition expiration of the Seller or the physical or financial condition of the Property since the date hereof, the Study Period); and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effectAgreement.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Ashford Hospitality Prime, Inc.)

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