Seller’s Representation and Warranties. Seller shall defend, indemnify and hold Buyer harmless from and against any and all claims, actions, loss, cost, damage and expenses (including reasonable attorneys' fees) resulting from any inaccuracy or breach in any of Seller's representations, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Seller shall be deemed to be repeated as of Closing and shall survive Closing for a period of one (1) year. Seller represents, warrants and covenants to Buyer that:
(a) Seller has complete and full authority to execute this Agreement and to convey to Buyer an undivided 40% interest in good and marketable fee simple title to the Property in accordance with this Agreement, the individuals executing this Agreement are authorized to do so, all necessary action has been taken to authorize such execution, and Seller will execute and deliver to Buyer and the Title Company at or prior to Closing, as the case may require, such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably required (and reasonably satisfactory to Seller) to effectuate the transactions contemplated by this Agreement including, without limitation, evidence of Seller's authority to consummate the sale and the documents and instruments required by the terms of this Agreement.
(b) Seller's execution, delivery and consummation of this Agreement is not subject to any consent or approval from or registration with any governmental authority.
(c) This agreement has been duly authorized, executed and delivered by Seller is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREIN: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; AND (3)BUYER SHALL ...
Seller’s Representation and Warranties. Seller hereby represents and warrants to Buyer as follows.
Seller’s Representation and Warranties. Each Seller hereby represents and warrants to Buyer as of the Effective Date and as of the Closing Date that as to itself:
(A) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to execute and deliver, and perform its obligations under, this Agreement;
(B) this Agreement and the transactions contemplated hereby have been duly authorized by all necessary actions and this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms;
(C) its execution and delivery of, and performance of its obligations under, this Agreement shall not (i) conflict with the Articles of Incorporation or by-laws of such Seller, (ii) violate any Applicable Law, or (iii) either alone or with the giving of notice or the passage of time, result in a material breath of, or constitute a material default under, any of its material agreement, arrangement or commitment;
(D) it has not received actual notice of any action, suit, proceeding or claim affecting the Aircraft, or affecting it and relating to or arising out of the ownership, operation or use of the Aircraft, nor to its actual knowledge, has any such action, suit, proceeding or claim been threatened or asserted; and
(E) as of the Closing Date, its interest in the Aircraft shall be conveyed by it to Buyer free and clear of any liens, claims, encumbrances, pledges, mortgages and security interests created by or arising through Sellers’ acts or omissions, which representation and warranty will survive Closing and Aircraft delivery.
Seller’s Representation and Warranties. Seller represents and warrants to the Buyer that:
A. Seller is the legal and true owner of the puppy.
B. Seller has full right and authority to sell the puppy.
C. The puppy is being sold free and clear of any lien, security interest, charge or other encumbrance.
D. Seller guarantees that the puppy is a Double Setter Doodle or an Irish Doodle
E. Seller guarantees that the puppy has been given age appropriate vaccines and dewormer that has been properly stored and administered by the manufacturer's directions.
F. The puppy is in good health and free of any communicable disease at the time of sale. A puppy will not be allowed to leave until the puppy is deemed fit and has passed a licensed veterinary health inspection and is eating well on its own. Buyer has three (5) days (360 hours) from the take home date to have the puppy examined by a licensed veterinarian, at Buyer’s sole cost. If the puppy fails the examination and a life threatening genetic disorder is found, Buyer may return the puppy at Buyer’s responsibility for a full refund within three (3) days (72 hours) providing a written statement from the same licensed veterinarian. Dom's Doodles also has the right to have a vet of their choosing to ensure such findings are accurate. The Buyer can expect a full refund within seven (7) days of the puppy return date if the veterinarian of their choosing confirms a life threatening genetic disorder. Any additional travel or transport fees will not be refunded. Failure by the Buyer to have the puppy examined within the five (5) day period will nullify the one (1) year health warranty. If the Buyer chooses to keep the puppy, no refund will be given and all medical costs and treatment are the sole responsibility of the Buyer. The one (1) year health guarantee will be null and void.
G. Seller cannot guarantee the puppy against stress related illness or opportunistic parasite brought on by the strain of moving from Seller’s house to Buyer’s and travel related stress conditions such as motion sickness, hypoglycemia, coccidia, giardia, and kennel cough, etc. These conditions, should they occur, are the sole responsibility of the Buyer.
X. Xxxxxxx may provide assistance with delivery and/or transportation for an additional charge agreed upon by both parties. No puppy will be shipped through an airline.
I. The health warranty/guarantee does NOT cover any costs associated with spaying or neutering, nor does it cover injury or death from any routine surgical procedures a...
Seller’s Representation and Warranties. Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Agreement, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Buyer’s obligations under this Agreement:
6.1.1 The sale of the Property has been authorized by appropriate action of
6.1.2 The person(s) who have executed this Agreement and other instruments required under this agreement on behalf of Seller have been, or will be, duly authorized to execute the same on Seller’s behalf and no other persons are required to execute this Agreement on behalf of Seller;
6.1.3 The entering into and consummation of this Agreement by Seller will not constitute or result in Seller’s default under any other contract by which Seller or the Property are bound;
6.1.4 To the best of Seller’s knowledge, there are no other agreements, leases or contracts affecting the Property that cannot be canceled upon 30 day notice.
6.1.5 Seller shall furnish a grant deed and Policy of Title Insurance showing good and marketable title in fee to the Property free and clear of all liens and encumbrances in accordance with Article Three.
6.1.6 No lawsuits, administrative proceedings or violations pending or threatened exist in relationship to the Property.
6.1.7 The execution, delivery and performance of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority or any third party. Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated by this Agreement will not be received.
6.1.8 Seller and the Property is, and at all times has been, in compliance with all laws and including any and all environmental laws, and holds and is in compliance with, and at all times has been and been in compliance with, all permits, certificates, licenses, approvals, registrations and authorizations required under all laws in connection with the Property.
6.1.9 Seller shall execute such governmental authorizations as reasonably required under Article 3.3, and Seller shall approve of the assignment of the escrow to a ownership entity as described in Article 4.2.3.
Seller’s Representation and Warranties. In order to induce Lender to enter into this Agreement, Seller hereby represents and warrants that ii) Seller is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement; jj) any court or third-party approvals necessary for Seller to enter into this Agreement have been obtained; kk) the entities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement; ll) this Agreement and the Loan Documents are in full force and effect and the transactions contemplated therein constitute valid and binding obligations enforceable by Lender in accordance with their terms and have not been modified either orally or in writing; mm) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder; nn) no Event of Default (as defined in the Mortgage) exists or any event, which, as a result of the passage of time or the expiration of any cure period would constitute a default or an Event of Default; oo) there exists no defenses or claims of set off with respect to any sums owing under the Note; pp) all representations and warranties in the Contract of Sale are true and correct; and qq) all representations and warranties referred to herein shall be true as of the date of this Agreement and Closing and shall survive Closing.
Seller’s Representation and Warranties. The Seller and GCI represent and warrant to the Buyer, as of the Effective Date, as follows:
Seller’s Representation and Warranties. Sellers and the Majority Shareholder, collectively and severally, represent and warrant as of this date and the Closing date as follows;
11.1. Each Seller is a company duly incorporated under the Commercial Code of the State of St. Lucia and continued under the Companies Xxx 0000 of St. Lucia and is validly existing and in good standing under the laws of St. Lucia, and has the corporate power and authority to make and perform this Agreement and to consummate the transactions contemplated herein. All documents that are to be executed by Sellers and delivered to the Buyer at the Closing have been, or on the Closing Date will be, duly authorized, executed and delivered by Sellers. This Agreement and all such documents are, on the Closing date will be, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms.
11.2. Sellers have good and marketable title to the Sellers’ Assets free and clear of all liens, charges, mortgages, security interests, pledges or other encumbrances of any nature whatsoever, except for (a) any claims or encumbrances which do not materially or adversely affect marketability or the current use of the Property as identified on Schedule 11.2, (b) any lien for taxes that are not yet due and payable or other similar inchoate lien as identified, to the best of Sellers knowledge, on Schedule 11.2, or (c) any encumbrances set forth on Schedule 11.2. With respect to the Property and/or business related to the Sellers’ Assets (as applicable); (i) the legal description for the parcel of Property contained in Schedule 1.1a describes such parcels fully and adequately, the buildings and improvements are located within boundary lines of the described parcels (PROVIDED HOWEVER that it is acknowledged that certain of the buildings fall on the Queens’ Chain), are not in violation of applicable setback requirements, zoning laws, and ordinances and do not encroach upon any easement which may burden the land, and the land does not serve any adjoining land for any purpose inconsistent with the use of the land, (ii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party the right of use or occupancy of any portion of the Property, (iii) all facilities relating to the operation of the Hotel or related businesses located on the Property are supplied with utilities and other services necessary for the operation of such facilities, including gas...
Seller’s Representation and Warranties. Seller specifically represents and warrants that Seller has complete authority to sell Property and convey title. Seller has personally reviewed the Agreement, the MLS Seller Property Input Form(s) and any other attached exhibits. Seller has personally filled out a Seller’s Disclosure Statement, if required by Broker, and acknowledges that all of the information in any documents relating to the description and physical condition of the Property, if applicable, and which were provided by Seller are accurate and complete to the best of Seller’s knowledge. Seller agrees that all the information provided by Seller to Broker is accurate, complete and correct including any and all information provided to complete this Agreement.
Seller’s Representation and Warranties. Seller represents and warrants to Buyer that: (i) the making of this Agreement and the bill of sale required herein is duly authorized on the part of Seller, xxd that upon due execution hereof by Seller and Buyer they shall constitute valid obligations binding upon and enforceable against Seller in accordance with their terms; (ii) neither the making of this Agreement of the bill of sale required hereunder, nor the due performance hereof by Sexxxx shall result in any breach of, or constitute a default under, or violation of, Seller's certificate of incorporation, or by-laws, or any Agreement to which Seller is a party of by which Seller is bound; (iii) Seller is in good standing in its state of incorporation and in any jurisdiction where the Equipment is located and is entitled to own properties and to carry on business therein; and (iv) Seller has and is transferring to Buyer good title to the Equipment free and clear of all liens and encumbrances of any kind of description.
