Common use of Seller and Company Representations Clause in Contracts

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.

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 only 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 Puerto Ricothe state of Florida. (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.;

Seller and Company Representations. Each 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.the State of Georgia; (b) the Sellers collectively own 100% of the outstanding Membership Interests of the Company, and the Sellers are the only Managers 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.;

Seller and Company Representations. Each Seller and the Company jointly and severally represent and warrant to the Buyer as follows: (a) the Seller Sellers owns 100% of Membership Interests, and the Seller is Sellers are the only Manager Managers of the Company; (b) the Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of Puerto Ricothe Florida. (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.

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 InterestsInterests free and clear of all Encumbrances, and the Seller is the only 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 Puerto Ricothe state of Florida. (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.;