SELLERS Sample Clauses

SELLERS. 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

SELLERS s/ Xxxxx X. Xxxxxxx

SELLERS. AGRIMONTI-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: The Xxxxxx X. Xxxxxx 1995 Trust Dated August 18, 1995 Its: Sole Member By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Its: Trustee ASHLEY-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxxx X. Xxxxxx 1992 Revocable Trust as restated January 11, 2001 Its: Sole Member By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Its: Trustee BARTELLS-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxx X. Xxxxxxxx and Xxxx X Xxxxxxxx Family Trust dated June 4, 1987 Its: Sole Member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Its: Trustee By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Its: Trustee X. XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Sole Member XXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: The Xxxxxx/Xxxxx Revocable Trust of March 16, 1993 Its: Sole Member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Trustee XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxxxx Investments Properties, LTD, a Utah limited partnership Its: Sole Member By: Xxxxxxx Management, L.C., a Utah limited company Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Its: Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Its: Manager FIGLEWICZ-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Figlewicz Family Trust dated March Its: Sole Member By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Its: Trustee By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Its: Trustee XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Its: Sole Member 5-19-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: 0-00 00xx Xxxxxxxxxx, Xxx., x Xxx Xxxx corporation Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Its: President XXXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxx X. Xxxxxxxx 1997 Living Trust, dated October 29, 1997 and as amended June 27, 2007 Its: Sole Member By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Its: Co-Trustee By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Its: Co-Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Co-Trustee INEICHEN-PINEHURST SQUARE EAST, LLC, a Delaware limited...

SELLERS s/ Xxx Xxxxxx ------------------------------------ Xxx Xxxxxx

SELLERS. Seller represents and warrants to Purchaser as follows: 6.2.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Seller is qualified to do business in Texas, and Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conv...

SELLERS. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President 3 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ Xxxxxxx X. Xxxxxxxxx -------------------------------- Xxxxxxx X. Xxxxxxxxx Executive Vice President AMENDMENT TO MASTER ASSIGNMENT OF SALES CONTRACTS THIS AMENDMENT TO MASTER ASSIGNMENT OF SALES CONTRACTS (this "Amendment") is dated and effective as of April 11, 2003, by and among BAINBRIDGE COMMUNITIES ACQUISITION CORPORATION II, a Florida corporation ("ASSIGNOR") and BCMR SPECIAL, INC., a Massachusetts corporation ("ASSIGNEE").

SELLERS. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.

SELLERS. Xxxx Xxxxxx

SELLERS. Each of the Sellers is an entity duly organized or incorporated, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Each of the Sellers has all requisite corporate or partnership (as applicable) power and authority, where such concepts are applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that, individually or in the aggregate, is a materially adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and required by this Agreement or by either Party at the request or with the written consent of the other Party, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood that this clause (ii) shall not apply with respect to the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby to the extent resulting from an inaccuracy of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement o...