Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, warrants and represents to Purchaser as follows:
(i) Seller is authorized to enter into and perform all its obligations under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(ii) The Seller is not a party to any litigation or administrative proceedings nor, is Seller aware of a threat of any litigation or administrative proceedings, which could affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. The Seller is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller is or was a party which is binding upon Seller.
(iii) The Property is not subject to any lease, tenancy or other arrangement and from the date hereof to the Closing Date, no lease, tenancy, or other arrangement applicable to the Property, will be entered into by Seller without the prior written approval of Purchaser.
(iv) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to the Property.
(v) All documents required by this Agreement to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(vi) To the best of Seller’s knowledge and belief, without actual examination or review having been made, that (a) the Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Property has all necessary legal rights, utility service, and access to a public street.
(vii) Except for encumbrances described in the Title Commitment, Seller holds good and marketable title to the Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances.
(viii) There is no litigation, proceeding, or governme...
Seller’s Covenants, Representations and Warranties. Seller does hereby covenant, warrant and represent to the Buyers as follows:
A. To Seller’s actual knowledge, Seller has or as of the Date of Closing will have marketable and insurable title to the Property of record, free and clear of all liens, encumbrances, leases, claims and charges, all material easements, rights-of-way, covenants, conditions and restrictions and any other matters affecting the title, except for the Permitted Exceptions. For purposes of this Section “Seller’s actual knowledge” is limited to the actual knowledge of the undersigned representatives of Seller executing this Agreement on behalf of Seller.
B. To Seller’s actual knowledge, the conveyance of the Property pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement.
C. As of the Date of Closing there will be no outstanding or unpaid claims, actions or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof.
D. Except as provided herein, Seller shall indemnify and defend Buyers and otherwise hold Buyers harmless of, from and against any broker who may be entitled to any commission or finder’s fee in connection with the transaction contemplated herein to the extent arising from Seller’s actions.
E. To Seller’s actual knowledge, there are no underground storage tanks.
F. Seller is not a foreign person as defined in §1445(f)(3) of the Internal Revenue Code or regulations issued thereunder.
G. To Seller’s actual knowledge, there is no action, litigation, investigation, condemnation or other proceedings of any kind pending or threatened against Seller with respect to the Property.
H. Except as used in the ordinary course of Seller’s activities at the Property and to Seller’s actual knowledge, (i) no toxic materials, hazardous wastes or hazardous substances, as such terms are defined in the Resource Conservation and Recovery Act of 1996, as amended (42 X.X.X. §0000, et seq.) or in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 X.X.X. §0000, et seq.), including, without limitation, any asbestos or asbestos- related products or materials and any oils, petroleum-derived compounds or pesticides ("Hazardous Materials") have been generated, treated, stored, released or disposed of or otherwise placed, deposited in or located on the Property; and
Seller’s Covenants, Representations and Warranties. Seller covenants, represents and warrants to Purchaser as follows:
(a) Seller (i) is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Rhode Island, (ii) has the authority and power to enter this Agreement and to consummate the transactions contemplated hereby; and (iii) has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(b) Neither this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by Seller of any agreement or contract to which Seller is bound or the Property is subject, or any judgment, order, writ, injunction or decree issued against or imposed upon it, or, to the best of Seller's knowledge, will result in a violation of any applicable law, order, rule or regulation of any government authority.
(c) Seller has not received any notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof.
(d) Except as otherwise disclosed in writing to Purchaser, Seller has not received and, to the best of Seller's knowledge, there are no notices, orders, decrees or judgments issued, pending issuance or threatened relating to any alleged or actual violation of fire, health, safety, traffic, sanitation, water pollution, environmental or other laws affecting, against or with respect to the Property. Seller has not received any written notification of any action, suit, proceeding or investigation pending or threatened which might become a cloud on the title to the Property or any portion thereof. From and after the date hereof, Seller shall send to Purchaser (within three (3) days of delivery to or receipt by Seller) copies of all correspondence, notices or other communications delivered to or received by Seller from federal, state or local governmental authorities or agencies in connection with the Property.
(e) To the best of Seller's knowledge, there are no defaults or breaches by Seller or the Property of any of the covenants, conditions, restrictions, rights-of-way, or easements or other instruments encumbering the Property or any portion thereof.
(f) No special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor, to the best of Seller's knowledge, any of its agen...
Seller’s Covenants, Representations and Warranties. The Seller covenants, represents and warrants to Purchaser that:
Seller’s Covenants, Representations and Warranties. As an inducement to Purchaser entering into this Agreement, Seller makes the following covenants, representations and warranties, in addition to those contained elsewhere herein:
Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Property, Seller makes the following covenants, representations and warranties:
Seller’s Covenants, Representations and Warranties. Seller represents, warrants, and covenants the following as of this date and during the term of this Agreement:
1. Seller represents that its Future Receivables are free and clear of all claims, liens or encumbrances of any kind whatsoever.
2. Seller shall not take any action to discourage the use of payment cards (including credit cards, debit cards, prepaid cards, or any other network branded card products) which are settled through its processor or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of such cards for the purchase of Seller’s services and products.
3. Seller shall not change its arrangements with its Processor in any way which is adverse to Purchaser.
4. Seller shall not change the Processor through which the major payment cards are settled from Processor to another card processor or to permit any event to occur that could cause a diversion of any of Seller’s payment card transactions to another processor without Purchaser’s prior written consent.
5. Seller represents that as of this date, all of Seller’s payment card sales and transactions are being processed exclusively with Processor or are being deposited exclusively into the Bank Account, provided in the online application.
6. Seller shall not voluntarily sell, dispose, convey or otherwise transfer its business or assets without the express prior written consent of Purchaser; Seller shall not enter into a concurrent agreement for the purchase and sale of future receivables with any purchaser aside from Purchaser.
7. Seller shall furnish Purchaser with the bank statements for the Bank Account and any and all other accounts to which proceeds from Seller’s sales are deposited within seven days’ of any such request by Purchaser.
8. Seller agrees to maintain the Bank Account into which the Seller shall immediately deposit all of its receipts on receivables. Seller agrees not to divert any of such sums into any other accounts or use any of such sums until they have been first deposited into the Bank Account and have first been made available for delivery of the Total Outstandings.
9. Seller shall not attempt to revoke its Processor authorization to Purchaser set forth in this Agreement or otherwise take any measure to intentionally i interfere with Purchaser’s ability to collect the cash that Seller receives (i) from Processor attributable to the Specified Percentage of Future Receivables or (ii) through debits to the Bank Account as outl...
Seller’s Covenants, Representations and Warranties. Seller does hereby covenant, warrant and represent to the Buyer as follows:
A. To Seller’s actual knowledge, there are no underground storage tanks on the Subject Properties.
B. To Seller’s actual knowledge, there is no action, litigation, investigation, condemnation, or other proceedings of any kind pending or threatened against Seller with respect to the Subject Properties
C. To Seller’s actual knowledge, no toxic materials, hazardous wastes or hazardous substances, as such terms are defined in the Resource Conservation and Recovery Act of 1996, as amended (42 X.X.X. §0000, et seq.) or in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 X.X.X. §0000, et seq.), including, without limitation, any asbestos or asbestos- related products or materials and any oils, petroleum-derived compounds or pesticides ("Hazardous Materials") have been generated, treated, stored, released or disposed of or otherwise placed, deposited in or located on the Subject Properties; and the Subject Properties are free of Hazardous Materials and is not subject to any “superfund” type liens or claims by governmental regulatory agencies or third parties arising from the release or threatened release of hazardous substances in, on, or about the Subject Properties.
Seller’s Covenants, Representations and Warranties. SELLER hereby represents, warrants and covenants to BUYER as of the Effective Date and the Closing Date as follows:
Seller’s Covenants, Representations and Warranties. As used in this Section 4.1.2, the words "to Seller's actual knowledge" or other words of similar effect shall mean the actual knowledge of the following individuals only without a duty of investigation other than a review of their own files, and shall not mean the knowledge of any other individual employed by or under contract with Seller: Becky Galvan - Asset Mxxxxxx xxx Xarol Trueman - Properxx Xxxxxxx. Seller represents that such individuals are the individuals in Seller's organization who have had in-depth, day-to-day involvement with the ownership and management of the Property and are the individuals who are most likely to have any information relating to the following representations and warranties. Seller hereby represents, warrants and covenants to and agrees with Buyer as follows:
