Seller and Company Representations Sample Clauses

Seller and Company Representations. The Seller and the Company jointly and severally represent and warrant to the Buyer as follows: (a) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of the Florida; (b) the Company is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (c) the Company and Seller have the full right, power, and authority to enter into this Agreement, and to perform their obligations hereunder; (d) the execution, delivery, and performance of this Agreement by the Company and the Seller will not violate, conflict with, require consent under or result in any breach or default under (i) any of the Company organizational documents (including its articles of organization and limited liability company operating or (ii) any applicable law; or (iii) the provisions of any material contract or agreement to which Company or Seller is a party or to which any of its material assets are bound (“Company Contracts”); (e) this Agreement has been executed, and delivered by Company and Seller and (assuming due authorization, execution, and delivery by Buyer/Customer) constitutes the legal, valid, and binding obligations of Company and Seller, enforceable against Company and Seller in accordance with its terms; (f) the Company and Seller is in compliance with all applicable laws and Company Contracts relating to this Agreement, and the operation of the Business; (g) the Company and Seller have obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws) to conduct its business generally and to perform its obligations under this Agreement; (h) no broker or finder is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer. (i) The Seller acknowledges this Agreement and the Transaction shall not relieve the Seller of its obligations under the Franchise Agreement.
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Seller and Company Representations. Seller and the Company jointly and severally represent and warrant to the Buyer as follows: (a) the Seller owns 100% of Membership Interests, and the Seller is the only Manager of the Company; (b) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of Puerto Rico. (c) the Company is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on its ability to perform its obligations under this Agreement. For the purposes of this Agreement, “Material Adverse Effect” shall mean any change, event, occurrence, condition, or effect that, individually or in the aggregate, (a) has or would reasonably be expected to have a material adverse effect on the financial condition, results of operations, or business prospects of the Company, or (b) would reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement in any material respect.
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Seller and Company Representations. The Company and the Seller represent and warrant to the Purchaser as follows, (which representations and warranties shall be confirmed as of the Closing Date):
Sample 1
Seller and Company Representations. Each Seller and the Company jointly and severally represents and warrants to the Buyer as follows: (a) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Florida; (b) the original owners of the Company were XX Xxxx LLC (owned 50/50 by Xxxxxxx Xxxx and Xxxxxxx Xxxxxx) and Xxxx Agency Partners LLC (owned by 4 other individuals). The interest in Xxxx Agency Partners LLC was redeemed, and Xxxx Agency Partners LLC was dissolved, with the result that Xxxxxxx Xxxx and Xxxxxxx Xxxxxx become the sole owners of the Company prior to Xxxxxx Xx Xxxx’ purchase of membership interests of the Company; as a result, on the date hereof the Sellers collectively own 100% of the outstanding Membership Interests of the Company, and Xxxxxxx Xxxx is the only Manager of the Company; (c) the Company is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on its ability to perform its obligations under this Agreement. For the purposes of this Agreement, “Material Adverse Effect” shall mean any change, event, occurrence, condition, or effect that, individually or in the aggregate, (a) has or would reasonably be expected to have a material adverse effect on the financial condition, results of operations, or business prospects of the Company, or (b) would reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement in any material respect;
Sample 1

Related to Seller and Company Representations

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Company Representation Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Buyer that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • CONTRACTOR’S REPRESENTATIONS In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/her own expense and carefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary for the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City’s Contract Administrator written notice of all conflicts, errors or discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor.

  • Union and Employer Representation No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. To implement this the Union shall supply the Employer with the names of its officers and similarly, the Employer shall supply the Union with a list of its supervisory or other personnel with whom the Union may be required to transact business.

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