SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES Sample Clauses

SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES. 9.1 Xxxxxxx Propco represents and warrants only with respect to the Non-Florida Properties and Xxxxxxx Propco Florida represents and warrants only with respect to the Florida Properties, as the case may be, as follows:: A. To Seller’s actual knowledge, no approval, order, authorization or consent of any governmental authority or any other person or entity, which has not been obtained, is required for or will arise out of any of the items set forth below: (1) the execution, delivery and performance of this Agreement and any other agreements, obligations or instruments referred to in or contemplated by this Agreement; or (2) the deeding, conveyancing, assignment or other transfer to Purchaser, in accordance with this Agreement, of the Properties. X. Xxxxxxx Propco and Xxxxxxx Propco Florida are each a corporation validly existing and in good standing under the laws of the State of Delaware. C. Except as set forth on Schedule 9.1(C) in the Schedules, there is no litigation, proceeding or investigation pending or, to Seller’s actual knowledge, threatened against Seller or affecting any individual Property or Properties which could reasonably be expected to prevent, enjoin, alter or delay the consummation of the transactions contemplated by this Agreement and the Lease. D. Except as set forth on Schedule 9.1(D) in the Schedules, to Seller’s actual knowledge, Seller has not received written notice that any proceeding is pending or threatened for the total or partial condemnation of the Property. E. Except as set forth on Schedule 9.1(E) in the Schedules, to Seller’s actual knowledge, Seller has not received written notice from any governmental authority of any material violation by Seller of any Environmental Laws with respect to the Properties, which violations remain uncured as of the Effective Date. F. Except as set forth on Schedule 9.1(F) in the Schedules, to Seller’s actual knowledge, Seller has not received written notice from any governmental authority of any material violation of any municipal, county, State or Federal statutes, codes, ordinances, laws, rules or regulations applicable to the Properties, which violations remain uncured as of the Effective Date. G. To Seller’s actual knowledge, Seller has not taken any action to change the present use or zoning of or other entitlements or land-use permissions or restrictions upon any Property. H. Seller has no knowledge that any of Purchaser’s representations and warranties are untrue in any material resp...
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SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES. 11| P a g e LEGAL_US_E # 101661756.3
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SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES. 11.01 Seller and Purchaser represent and warrant the following:
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SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES. 9.1 Sellers represent and warrant as follows: A. No approval, order, authorization or consent of any governmental authority or any other person or entity, which has not been obtained, is required for or will arise out of any of the items set forth below: (1) the execution, delivery and performance of this Agreement, the Deeds, the Leases, the Guaranties, and any other agreements entered by Guarantor, any Sellers, or any Tenants hereunder (collectively, “Transaction Documents”); or (2) the deeding, conveyancing, assignment or other transfer to Purchaser, in accordance with this Agreement, of the Assets. B. Each of the Sellers is a limited liability company, corporation, or limited partnership (as set forth on Annex A with respect to such Seller) validly existing and in good standing under the laws of the State of Delaware (or, in the case of Jewel Food Stores, Inc., an Ohio corporation, the State of Ohio), and each is qualified to transact business in the states in which the Properties are located. Each Seller now has, and at Closing each Seller will have, the requisite right, power and authority to enter into and perform the terms of this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and all other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary parties and no other proceedings on the part of any Seller are or at Closing will be necessary in order to permit it to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each other Transaction Document will be at Closing, duly executed and delivered by each Seller that is a party thereto and (assuming, as applicable, valid execution and delivery by Purchaser) is a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Neither the delivery of this Agreement nor the delivery of any of the other Transaction Documents nor the consummation of any of the transactions contemplated hereby violates or shall violate any provision of any agreement or document to which any Seller is a party or to which any Seller is bound. C. Except as set forth on Schedule 9.1(C) attached hereto and made a part ...
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SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES. 4.1. The Seller represents and warrants to the Purchaser that: (a) Seller is the sole and indisputable legal and beneficial owner of the Sale Shares; (b) there is no Encumbrance on, over or affecting the Sale Shares or any of them, nor any agreement or commitment or any other obligation to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance. (c) The Sale is deemed to comply with the terms of the Shareholders Agreement and that STST consents to the Sale. 4.2. Purchaser warrants to the Seller that it has full knowledge of the affairs and accounts of the Company and therefore waves any right to due diligence on the Company. 4.3. Both parties represent to each other that they have undertaken all corporate action needed to authorise the present transaction.
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SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES 
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Related to SELLERS’ AND PURCHASER’S REPRESENTATIONS AND WARRANTIES

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

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser 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.

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

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

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

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