Seller's General Representations and Warranties. Seller hereby represents and warrants to and for the benefit of FPF on the date of this Agreement and on any date of Sale of Premium Receivables hereunder that:
(a) Seller is duly organized and is validly existing as a corporation in good standing under the laws of the state of its organization with full power and authority to execute and deliver this Agreement and to Sell the Conveyed Property to FPF and otherwise to perform the terms and provisions thereof;
(b) Seller is duly qualified to do business as a domestic or foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the conduct of its business requires such qualifications, and has complied with all federal, state and local laws and regulations in connection with the origination of the Premium Receivables and the Sale of the Conveyed Property under this Agreement;
(c) The execution and delivery by Seller of this Agreement and Seller's performance of the terms and conditions thereof have been duly authorized by all necessary action of Seller, do not require any approval or consent of any governmental agency or authority or any other Person, and do not and will not conflict with or result in a breach or (with or without notice or lapse of time) a default under any agreement, law or governmental regulation binding upon or applicable to Seller or the Conveyed Property;
(d) No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or threatened, against Seller or its properties which have not been previously disclosed in writing to FPF;
(e) This Agreement and any related documents to which Seller or any Guarantor is a party constitute valid, legal and binding obligations of Seller and any such Guarantor, enforceable against Seller and any such Guarantor in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditor's rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(f) Seller does not have material liabilities or obligations other than those previously disclosed in writing to FPF;
(g) No information, certificate, statement or report furnished by or on behalf of Seller or any Guarantor to FPF contains any untrue statement of a material fact or omits a material fact necessary to...
Seller's General Representations and Warranties. Subject to the terms of this Agreement, Seller represents, warrants and covenants to Purchaser that, as of the Effective Date and again as of the Closing Date:
(a) Any and all representations and warranties made by Seller in this Agreement are being made by Seller on behalf of itself, in its capacity as the Manager pursuant to the Operating Agreement, and in its capacity as the manager pursuant to the Management and Development Agreement.
(b) To Seller’s knowledge, the representations and warranties made by Seller in this Agreement do not omit to state any material fact necessary to make the representations and warranties made, in light of the circumstances under which they were made, not misleading.
(c) To Seller’s knowledge, all documents which have been delivered, and are to be delivered, by the Seller pursuant to this Agreement are true, complete and correct. Seller is not aware of any facts which it has not disclosed to Purchaser which could materially and adversely affect the Company, the Property and/or the Company’s ability to conduct business operations after the Closing Date. Seller has provided, and shall provide, Purchaser with full access to all data, information, documents and other materials to which Purchaser may have therefore requested access pursuant to this Agreement.
(d) Between the date hereof and Closing, Seller agrees to take no action which would cause any of the above-listed representations and warranties to become untrue, and agrees to take all reasonable measures necessary to prevent said representations and warranties from becoming untrue. Seller shall promptly notify Purchaser upon Seller’s obtaining knowledge that any representation or warranty set forth herein has become inaccurate.
Seller's General Representations and Warranties. Seller makes the following general representations and warranties:
Seller's General Representations and Warranties. Seller and the Company, jointly and severally, hereby represent and warrant to Buyer that the following are true and correct:
Seller's General Representations and Warranties. As an inducement to Buyer to enter into this Agreement and to Purchase the Shares hereunder, Seller represents, warrants and agrees that:
Seller's General Representations and Warranties. Seller makes the following general representations and warranties:
(a) Seller has or will acquire a supply of Gas which Seller desires to sell and deliver to Buyer on a firm basis;
(b) Seller desires to enter into an agreement for the sale of Gas, as set forth herein;
(c) Seller (i) holds all necessary corporate authorizations and (ii) by the execution and delivery of this Agreement will not violate its Articles of Incorporation or any applicable law or regulation;
(x) Xxxxxx has duly appointed an officer or other agent to act as its attorney-in-fact to execute this Agreement; and
(e) Seller possesses all required Governmental Authorizations, and all such Governmental Authorizations are in full force and effect.
Seller's General Representations and Warranties. Seller's Representations and Warranties With Respect to the Conveyed Property .................. 14 Section 12.
Seller's General Representations and Warranties. Sellers jointly, ------------------------------------------------ severally, and individually, represent, and warrant to Buyer as follows:
Seller's General Representations and Warranties. Seller represents ----------------------------------------------- and warrants to Buyer the following:
Seller's General Representations and Warranties