Representations, Warranties, Covenants and Conditions. Seller shall take all reasonable actions to ensure that the representations and warranties set forth in Section 6.1 will be true, correct and complete as of each Closing in all material respects, that all covenants of Seller set forth in this Agreement that are required to be performed at or prior to each Closing shall have been performed at or prior to such Closing as provided in this Agreement in all material respects and that all conditions to Buyer’s obligation to close shall have been satisfied at or prior to each Closing.
Representations, Warranties, Covenants and Conditions. The Definitive Agreement to be negotiated and entered into by Seller and Buyer will contain the usual and customary representations, warranties, covenants, and conditions, including but not limited to: satisfactory results of the parties due diligence investigations, obtaining the appropriate financing or commitment, approval of all necessary and related documents and agreements, and approvals of the shareholders and boards of directors if required by law. Such approvals may be withheld in the sole discretion of the relevant party.
Representations, Warranties, Covenants and Conditions. Seller shall take all reasonable actions to assure that the representations and warranties set forth in Article III hereof will be true, correct and complete as of the Closing, that all covenants of Seller set forth in this Agreement which are required to be performed at or prior to the Closing shall have been performed at or prior to the Closing as provided in this Agreement and that all conditions of Buyer’s obligation to close the transactions contemplated by this Agreement shall have been satisfied at or prior to the Closing.
Representations, Warranties, Covenants and Conditions. (a) Seller hereby represents and warrants to Purchaser that (i) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties; (ii) to the best of Seller’s knowledge without independent inquiry and except as disclosed in any environmental site assessment delivered to Purchaser or commissioned by Purchaser, Seller has received no written notice alleging that the Land and/or Improvements and the use and operation thereof is not in compliance with all applicable laws, ordinances, rules and regulations relating to public health and safety and protection of the environment; (iii) Seller has not received any written notice of any claim of any governmental authority to the effect that the Improvements or the operation or use of the Land and Improvements fails to comply with any governmental requirements or that any investigation has been commenced or is contemplated respecting any such possible failure or compliance; (iv) there are no actions, suits, claims, assessments, or proceedings pending or, to the knowledge of Seller, without independent inquiry, threatened that could adversely affect the ownership, development, maintenance, or operation of the Property or Seller’s ability to perform hereunder; (v) Seller has not received any notice of, and has no other direct knowledge of, any pending or contemplated condemnation action with respect to the Property, or any part thereof; (vi) there are no leases, licenses, occupancy agreements, or other agreements demising space in or providing for the use or occupancy of the Improvements or Land, and (vii) the Documents and Information delivered to Purchaser and listed in Section 4 (a) (6) are the Documents and Information used by Seller in connection with the Property in the ordinary course of Seller’s business.
(b) Seller hereby covenants with Purchaser that (i) Seller will maintain the Improvements and equipment (including but not limited to all HVAC systems and elevators) forming a part of the Property in the manner which Seller currently maintains them; (ii) Seller will not, without the prior written consent of Purchaser, remove any equipment forming a material part of the Property except such as is replaced by Seller by an article of equal suitability and value, free and clear of any lien or securit...
Representations, Warranties, Covenants and Conditions. (a) Seller represents and warrants as follows (representations and warranties made to the best of Seller’s knowledge shall be deemed to be the knowledge of Xxx Xxxx, the principal of Seller, without any inquiry or investigation and without any obligation of inquiry or investigation and without personal liability to Xx. Xxxx):
Representations, Warranties, Covenants and Conditions. All of the representations, warranties, covenants and conditions contained in the Loan Agreement and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms, covenants, and conditions of this Note and the Loan Agreement, the terms, covenants and conditions of the Loan Agreement shall govern.
Representations, Warranties, Covenants and Conditions. The Purchase Agreement shall contain such representations, warranties, conditions, covenants and indemnities as are customary, including without limitation the following: Representations and warranties of the Company: Conditions to closing: Covenants of the Company:
Representations, Warranties, Covenants and Conditions. The representations and warranties of the Company and the Selling Securityholders contained in this Agreement shall be true and correct in all respects, the Company and the Selling Securityholders shall have performed and complied in all material respects with all agreements, covenants and obligations contained in this Agreement required to be performed and complied with by such parties as of the Closing Date, and the conditions to the obligations of the Purchaser contained in this Agreement shall have been satisfied in all respects as of the Closing Date.
Representations, Warranties, Covenants and Conditions. The Recitals above are incorporated herein by reference.
Representations, Warranties, Covenants and Conditions
