Seller Representation. When a real estate brokerage represents a seller, it must do what is best for the seller of a property. • A written contract, called a listing agreement, creates an agency relationship between the seller and the brokerage and establishes seller representation. It also explains services the brokerage will provide, establishes a fee arrangement for the Commercial REALTORS® services and specifies what obligations a seller may have. • A seller's agent must tell the seller anything known about a buyer. For instance, if a seller's agent knows a buyer is willing to offer more for a property, that information must be shared with the seller. • Confidences a seller shares with a seller's agent must be kept confidential from potential buyers and others. • Although confidential information about the seller cannot be discussed, a buyer working with a seller's agent can expect fair and honest service from the seller's agent and disclosure of pertinent information about the property.
Seller Representation. Seller represents that title to the Property is solely in Seller’s name.
Seller Representation. The Seller hereby represents and warrants to the Parent that (a) the execution, delivery and performance of this Agreement by the Seller do not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Seller is a party or any judgment, order or decree to which the Seller is subject, (b) the Seller has full authority to execute, deliver and be bound by the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Company and the Seller, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its terms.
Seller Representation. A. Seller warrants that the information in this Agreement is true and correct to the best of Seller’s knowledge and belief, and may be used as a basis for presenting the Property to prospective Buyers.
Seller Representation. For so long as the Sellers and their Permitted Transferees Beneficially Own Economic Interests (in PubCo and the Operating Company, without duplication) representing at least the percentage, shown below, of the Economic Interests held by the Sellers immediately after the Closing (excluding for these purposes from both the percentage Beneficially Owned immediately after the Closing and percentage then Beneficially Owned at any time, the Foundation Transfer Amount, from and after the occurrence of the Foundation Transfer), PubCo, the Sponsor and the Sellers shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, that number of individuals designated by the Seller Representative that, if elected, will result in the Sellers having the number of directors serving on the Board that is shown below; provided, that after the number of Seller Directors is reduced because the percentage Beneficially Owned of such Economic Interests is reduced, the Sellers and their Permitted Transferees cannot subsequently increase the number of Seller Directors entitled to be designated as a result of their acquisition of Beneficial Ownership of additional Economic Interests (in PubCo and the Operating Company, without duplication). Economic Interests Beneficially Owned by the Sellers (and their Permitted Transferees) as a Percentage of the Economic Interests Held by the Sellers on the Closing Date Number of Seller Directors 75% or greater 5 60% or greater, but less than 75% 4 45% or greater, but less than 60% 3 30% or greater, but less than 45% 2 15% or greater, but less than 30% 1 Less than 15% 0
Seller Representation. For so long as the Sellers and their Permitted Transferees, either individually or as a group (as such term is construed in accordance with the Exchange Act) Beneficially Own Common Stock in PubCo representing at least the percentage, shown below, of the Common Stock held by the Sellers and their Permitted Transferees immediately after the Closing, PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Equityholder Representative that, if elected, will result in the Sellers having the number of directors serving on the Board that is shown below. Common Stock Beneficially Owned by the Sellers as a Percentage of the Common Stock Beneficially Owned by the Sellers on the Closing Date Number of Seller Directors 70% or greater 7 60% or greater, but less than 70% 6 50% or greater, but less than 60% 5 40% or greater, but less than 50% 4 30% or greater, but less than 40% 3 20% or greater, but less than 30% 2 Greater than 10%, but less than 20% 1
Seller Representation. Seller represents and warrants to Purchaser that no brokerage commission, finder’s fee or other compensation is due or payable with respect to the transactions contemplated herein arising from Seller’s actions or omissions, other than a brokerage commission due to Lucescu Realty, which shall be paid by Seller pursuant to a separate agreement. Seller hereby agrees to indemnify, defend, and hold the Purchaser harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of the representations and warranties contained in this Section 20(b) or Seller’s failure to pay Lucescu Realty.
Seller Representation. A. Seller warrants that the information in this Agreement is true and correct to the best of Seller’s knowledge and belief and may be used as a basis for presenting the Property to prospective Buyers.
B. Seller shall indemnify and hold Listing Broker harmless from any claim, damages, judgement, and costs, expressly including reasonable attorney fees, arising out of or from any occurrence incident to any mistake, exaggeration, omission, inaccuracy of said information, or escrow dispute, including any omission or inaccuracy on applicable disclosure documents.
C. Seller hereby agrees to conduct all negotiations pertaining to the sale of the Property through the Listing Broker and cooperate with the Listing Broker fully in the Listing Broker’s efforts to sell the Property.
D. Seller further understands and agrees that Seller, and not the Listing Broker, is responsible for the care and physical condition of the Property, its management, maintenance, and repair.
E. Seller acknowledges reading and signing the Delaware Consumer Information Statement (CIS)
Seller Representation. Each of the parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, stockholders, partners, officers, employees and Affiliates, that Xxxxxx Price P.C. may serve as counsel to each and any of the Sellers and its respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company Parties, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxx Price P.C. (or any successor) may serve as counsel to the Seller Group or any director, manager, member, stockholder, partner, officer, employee or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or any Transaction Document or the transactions contemplated hereby or thereby notwithstanding such representation or any continued representation of the Company Parties and the Subsidiaries, and the Seller Representative and Buyer hereby consents thereto and waives any conflict of interest arising therefrom, and each of the Seller Representative and Buyer shall cause their respective Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties further agrees to permit (and shall take reasonable steps requested by any party at such requesting party’s expense so that) any privilege attaching as a result of Xxxxxx Price P.C.’s services as counsel to the Company Parties or any of the Subsidiaries in connection with the transactions contemplated by this Agreement to survive the Closing and to remain in effect; provided that such attorney-client privilege from and after the Closing will be controlled by the Sellers via the Seller Representative. In addition, if the transactions contemplated by this Agreement are consummated, all of Xxxxxx Price P.C.’s records related to such transaction will become property of (and be controlled by) the Sellers, and neither Buyer nor the Company Parties or any of the Subsidiaries shall retain any copies of such records or have any access to them.
Seller Representation. Notwithstanding anything to the contrary contained in this Contract, Seller represents that to the best of Seller’s knowledge, all heating, central cooling, ventilating, electrical and plumbing fixtures and systems on the real estate and all equipment to be transferred to Buyer pursuant to this contract are in working order and will be so at the time of closing. Seller represents that, to the best of Seller’s knowledge, there are not now, nor have there been, any underground storage tanks located on the Property and no chemicals or toxic waste have been stored or disposed of on the Property, except for , and that the Property has not been cited for any violation of any Federal, State, County or local environmental law, ordinance or regulation and the Property is not located within any designated legislative “superfund” area, except for . 11 LEASES: Seller will not enter into or extend any leases with respect to the subject property from and after the date Seller signs this contract without the express prior written consent of Buyer. All security deposits, damage deposits, or other deposit in the possession of Seller, including interest earned, if applicable, shall be assigned to Buyer’s at the time of closing; Seller shall deliver to Buyer, within 5 business days, true and correct copies of all leases, and this contract is subject to Buyer’s review of same within 10 business days from date of acceptance.
