Seller and Purchaser each represents and warrants to other that it has not dealt with any broker in connection with this sale other than (“Broker”) and Seller shall pay Broker any commission earned pursuant to a separate agreement between Seller and Broker. Seller and Purchaser shall indemnify and defend each other against any costs, claims and expenses, including reasonable attorneys’ fees, arising out of the breach on their respective parts of any representation or agreement contained in this paragraph. The provisions of this paragraph shall survive Closing or, if Closing does not occur, the termination of this contract.
Seller and Purchaser. As of the date of this Agreement, each of Purchaser and Seller represents and warrants to each other as to itself as follows:
1. It has full right, power and authority to enter into and perform this Agreement in accordance with all of the terms and provisions hereof, and that the execution and delivery of this Agreement has been duly authorized, and the individuals signing this Agreement on behalf of it are duly authorized to execute this Agreement in the capacity of his or her office, and to obligate and bind the parties, and/or the parties’ subsidiaries and affiliates, in the manner described;
2. The execution and performance of this Agreement will not violate the organizational documents or by-laws or any material contract or other instrument, Requirement of Law or order to which it has been named a party or by which it is bound. The execution and performance of this Agreement does not require the approval or consent of any other Person;
3. There are no material actions, suits or proceedings pending or threatened against either party or its affiliates or subsidiaries which would adversely affect its ability to perform this Agreement; and
4. It or one of its subsidiaries or affiliates owns all right, title and interest in its marks and it or one of its subsidiaries or affiliates has all necessary authority to permit use of its marks as contemplated by this Agreement.
Seller and Purchaser acknowledge and agree that to the extent the annual reconciliation of pass-throughs for the 1998 calendar year are not completed prior to the Closing, Seller, rather than Purchaser, shall have the right and obligation to complete such reconciliations and to collect and retain reimbursements from Tenants or pay reimbursements to Tenants, as applicable.
Seller and Purchaser acknowledge and agree that neither this Agreement nor a memorandum thereof shall be recorded against the Property.
Seller and Purchaser each expressly acknowledge and agree that the transactions contemplated by this Agreement and the terms and conditions concerning the same will be held in confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, partners, directors, and shareholders and municipal officials with the City with whom Purchaser is permitted to discuss the transaction contemplated herein, or as otherwise permitted hereunder (including, without limitation, Section 5.2(b)), and except and only to the extent that such disclosure may be necessary or advisable for their respective performances hereunder. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons (other than Licensee Parties) without the prior written consent of Seller, unless such disclosure is required by law, rule or regulation. Nothing contained in this Article XII will preclude or limit either party to this Agreement from disclosing or accessing any information otherwise deemed confidential under this Article XII or this Agreement in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities required by reason of the transactions provided for herein pursuant to an opinion of counsel. In addition, prior to or as a part of the Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by Purchaser and Seller and their respective counsel, which approval shall not be unreasonably withheld or delayed. Subject to preceding 2 sentences of this Section 12.1, Seller and/or Seller’s Affiliates shall not name Purchaser, Purchaser’s Affiliates, iStar or any iStar affiliates in any public statements or governmental filings related to the transactions contemplated by this Agreement, including, without limitation, press releases, brochures, marketing materials or other written, oral, digital or electronic communications; provided, however, in describing the transactions contemplated by this Agreement, Seller and Seller’s Affiliates may refer to Purchaser, Purchaser’s Affiliates, iStar or any iStar affiliates as an “institutional real estate buyer”. Notwithstanding anything to ...
Seller and Purchaser shall use reasonable endeavours to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision.
Seller and Purchaser. ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE FOREGOING REMEDIES PROVISIONS BOTH IN THE CASE OF A DEFAULT BY SELLER AND A DEFAULT BY PURCHASER AND AGREE TO BE BOUND BY THE TERMS OF SUCH PROVISIONS.
Seller and Purchaser acknowledge and agree that, subject to the right of any Highland UK employee to object to the transfer, the contracts of employment of those individuals listed in SCHEDULE 6.8(b) (or as may otherwise be agreed in writing by the parties) shall be transferred to Purchaser as of the Closing Date in accordance with the Transfer Regulations, and, subject to SECTION 1.4, Purchaser will assume the obligations and liabilities of Highland UK with respect to such employees as of the Closing Date. All such employees who do not object to the transfer are referred to as the "UK Transferring Employees".
(i) Subject to SCHEDULE 6.8(b)(i), Highland UK and Purchaser shall comply with their respective obligations under the Transfer Regulations. Each of Highland UK and Purchaser shall indemnify the other and shall keep it fully indemnified against all and any liabilities arising from or connected with its own failure to comply with the Transfer Regulations, provided, however, that if Highland UK complies with the program set forth in SCHEDULE 6.8(b)(i), which the Parties believe to be in compliance with the Transfer Regulations, then Purchaser shall indemnify Highland UK against all and any Liabilities arising from or connected with any breach of Regulations 13 and 14 of the Transfer Regulations.
(ii) Purchaser confirms that it has provided, or will provide prior to the Closing, Highland UK with details of any measures it envisages taking in respect of the UK Transferring Employees in accordance with its obligation under Regulation 13(4) of the Transfer Regulations.
(iii) Highland UK confirms that it has provided, or will provide prior to the Closing, to Purchaser employee liability information in accordance with its obligation under Regulation 11 of the Transfer Regulations.
(iv) Highland UK shall not, in connection with the consultation process carried out in accordance with Regulation 13 of the Transfer Regulations, give any undertaking, guarantee or other commitment in respect of any UK Transferring Employee without the prior written consent of Purchaser.
Seller and Purchaser acknowledge and agree that the purchase and sale of the Real Property may be part of a tax-free exchange under Section 1031 of the Internal Revenue Code for either Seller or Purchaser. Each party hereby agrees to take all reasonable steps necessary before, on or after the Closing Date to facilitate such exchange if requested by the other party; provided, that the party making such accommodation shall not be required to acquire any substitute property or incur any cost, expense or other obligation in connection with such exchange, and provided, further, that the Closing shall not be delayed.
Seller and Purchaser. 16 5.4 SURVIVAL OF SECTION 5.................................... 16 SECTION 6 - RADON GAS................................................ 16 SECTION 7 - CONDEMNATION............................................. 17 SECTION 8 - INVESTIGATION PERIOD..................................... 17 SECTION 9 - "AS IS-WHERE IS" SALE.................................... 19 SECTION 10- CONDUCT OF SELLER PRIOR TO CLOSING....................... 19 SECTION 11- ASSISTANCE & COOPERATION OF PARTIES...................... 22
