Common use of Seller and Company Representations Clause in Contracts

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.

Seller and Company Representations. The 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 sole Manager of the Company; (b) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of the Florida;. (bc) 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; (cd) the Company and Seller have the full right, power, and authority to enter into this Agreement, and to perform their obligations hereunder; (de) the execution, delivery, execution and performance delivery of this Agreement by the Company and the Seller Seller, the consummation of the Transaction contemplated hereby and the performance of the obligations pursuant to this Agreement will not violate, conflict with, require the 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 agreement, if any) 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 (the “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) there is no Action of any nature pending or, to Seller’s knowledge, threatened against or by the Company and Seller is in compliance with all applicable laws and Company Contracts relating that challenges or seeks to this Agreementprevent, and the operation of the Business; (g) the Company and Seller have obtained all licenses, authorizations, approvals, consentsenjoin, 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 otherwise delay the transactions contemplated by this Agreement Agreement. “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any ancillary document based upon arrangements made by nature, civil, criminal, administrative, regulatory 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.otherwise, whether at law or in equity;

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 Company of its obligations under the Franchise Agreement.

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 companyFlorida corporation, 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 incorporation and limited liability company operating shareholder’s agreement and bylaws) 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.

Seller and Company Representations. The Each Seller and the Company jointly and severally represent and warrant to the Buyer as follows: (a) the Sellers owns 100% of Membership Interests, and the Seller is the sole Manager of the Company; (b) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of the Florida;. (bc) 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; (cd) the Company and Seller Sellers have the full right, power, and authority to enter into this Agreement, and to perform their obligations hereunder; (de) the execution, delivery, execution and performance delivery of this Agreement by the Company and the Seller Sellers, the consummation of the Transaction contemplated hereby and the performance of the obligations pursuant to this Agreement will not violate, conflict with, require the 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 agreement, if any) 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 (the “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) there is no Action of any nature pending or, to Sellers’ knowledge, threatened against or by the Company and Seller is in compliance with all applicable laws and Company Contracts relating Sellers that challenges or seeks to this Agreementprevent, and the operation of the Business; (g) the Company and Seller have obtained all licenses, authorizations, approvals, consentsenjoin, 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 otherwise delay the transactions contemplated by this Agreement Agreement. “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any ancillary document based upon arrangements made by nature, civil, criminal, administrative, regulatory 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.otherwise, whether at law or in equity;