Sellers and Purchasers Representations Sample Clauses

Sellers and Purchasers Representations. (a) The representations set forth in this Section 3.05(a) and in Section 7.04 constitute the only representations of Seller to Purchaser in connection with the sale of the Property. Seller represents to Purchaser as of the date hereof as follows: (i) Seller is a New York general partnership, duly formed and validly existing and in good standing under the laws of the State of New York. (ii) Seller has the authorization and power to execute and deliver this Agreement and to consummate the Closing contemplated hereby. Any required consents from third parties to Seller's execution and delivery of this Agreement have been obtained, except for the consent of General Electric Capital Corporation to the release of the Mortgage (as defined in Section 3.09) from the Property which Seller agrees to use reasonable efforts to obtain, and if Seller is unable to obtain such consent prior to the Closing Date, Purchaser or Seller may terminate this Agreement and Seller shall reimburse Purchaser for its reasonable, actual third-party out-of-pocket costs and expenses in conducting its due diligence but in no event to exceed $250,000 in the aggregate. Except as provided in the foregoing sentence, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller will not violate Seller's documents of formation or any other agreement, judicial decree, statute or regulation to which Seller is a party or by which it is bound. (iii) Seller is neither insolvent nor has it made an assignment for the benefit of its creditors, nor has it filed or had filed against it, any petition for bankruptcy or reorganization. (iv) The documents listed in Exhibit D include all Leases of the Property which are in effect on the date hereof. Seller has delivered to Purchaser copies of all such Leases and such copies are true, accurate and complete. The documents listed in Exhibit D include all Contracts relating to the Property in effect on the date hereof. Seller has delivered to Purchaser copies of all such Contracts and such copies are true, accurate and complete. (v) On the Closing Date, there will be no Contracts affecting the Property except (A) the Contracts listed in Exhibit D and any New Contracts, (B) the Leases listed in Exhibit D and any New Leases, and (C) any agreements delivered by Seller to Purchaser prior to the Closing Date which have been approved in writing by Purchaser. (vi) Seller has not received any written notice or citation (...
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Sellers and Purchasers Representations. (a) Seller represents and warrants to Purchaser that: (i) Seller is the sole owner of the Property and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract subject to the Permitted Exceptions; and (ii) Seller is not a “foreign person”, as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the regulations promulgated thereunder (collectively “FIRPTA”). (b) Seller covenants and warrants that all of the representations and warranties set forth in this Contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this Contract, none of Seller’s covenants, representations, warranties or other obligations contained in this Contract shall survive Closing. (d) Purchaser represents and warrants to Seller that: (i) there are no judgments or liens outstanding against Purchaser; (ii) Purchaser has not been the subject of any bankruptcy or insolvency proceedings; (iii) Purchaser is duly formed, validly existing and in good standing in the State of New York; (iv) The execution, delivery and performance of this Contract has been duly authorized by Purchaser; (v) The individual executing this Contract on behalf of Purchaser has been duly authorized by Purchaser to bind Purchaser; and (vi) Purchaser has sufficient assets and income to close this transaction subject to the terms of this Contract.
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Sellers and Purchasers Representations 
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Related to Sellers and Purchasers Representations

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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