Seller’s Representation and Warranties Sample Clauses
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. Seller represents and warrants to Purchaser the following as of the Effective Date and as of the Closing Date:
(a) Seller is the owner of fee simple title to the Property.
(b) The Property is or at the time of closing will be free and clear of all liens except for ad valorem taxes for the year of Closing;
(c) There are no condemnation or eminent domain proceedings pending, or, to the best of Seller’s knowledge, contemplated against the Property or any part thereof, and Seller has received no notice of the desire of any public authority or other entity to make or use the Property or any part thereof;
(d) There are no pending, or, to the best of Seller’s knowledge, threatened suits or proceedings before any court, administrative agency, or other governmental instrumentality against or affecting Seller or any part of the Property which (i) do or could affect ownership, operation, use or occupancy of the Property or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Contract, or render Seller unable to consummate the same;
(e) Seller has received no notice of, and to the best of Seller’s knowledge, there is no violation of, any law. regulation, ordinance, order, restrictive covenant, environmental law, rule or regulation, or other requirement affecting the Property;
(f) Seller has no knowledge of any unrecorded easements, restrictions or encumbrances affecting all of any part of the Property;
(g) The consummation of the transactions contemplated hereunder will not violate or result in a breach of or constitute a default under any provision of any contract, lien, instrument, order, judgment, decree, ordinance, regulation, or other restriction of any kind to which Seller or the Property is or may be bound or affected;
(h) No representation or warranty by Seller in this Contract or in any instrument, certificate or written statement furnished to Purchaser pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading;
(i) There are no construction liens against the Land and, if subsequent to Closing hereunder, any construction or other liens shall be filed against the Land as a result of any actions by or on behalf of the Seller, Seller shall take such action, within TEN (10) days after the filing thereof, by b...
Seller’s Representation and Warranties. Seller represents and warrants to Buyer that as of the date of this Agreement:
(a) Seller is the owner in fee simple of the Property, has good and marketable title to the Property free of any leases or other encumbrances, and has the authority to convey to Buyer the Property.
(b) There are no service, maintenance or management agreements with respect to or affecting the Property.
(c) Seller has received no notice of any violations of any federal, state or local law, including without limitation, any occupational, safety, health, or environmental statute, act or any regulations promulgated thereunder with respect to the Property.
(d) Sellers has no actual knowledge, without any independent investigation,;
(i) of any underground storage tanks or any TCEs or other hazardous or toxic materials, substances, pollutants, contaminants or wastes present in the soil, subsoil, or groundwater of or on the Property, or that they have been deposited, discharged, placed or disposed of at, on or near the Property;
(ii) of any asbestos, ureaformaldehyde, lead paint or any termites or similar destructive insects, or "PCBs" present in the improvements on the Property, any substance containing any such materials present on the Property in contravention of any applicable federal, state or local laws, rules or regulations;
(iii) of any governmental investigation or inquiry from any governmental authority regarding the disposal of wastewater at or from the Property; and
(iv) of any substance deemed hazardous by federal, state or local laws, rules or regulations affecting the Property and/or the improvements thereon.
(e) All taxes currently due and payable with respect to the Property have been paid or will be paid prior to Settlement; the Property constitutes a separate tax parcel and is separately assessed for real estate tax purposes.
(f) Seller has not received any notice of condemnation proceeding or other proceedings in the nature of eminent domain ("Taking") in connection with the Property, and to Seller's knowledge no Taking has been threatened.
(g) All contractors, subcontractors and other persons or entities who furnished work, labor, materials or supplies for the development and construction of the Property have been paid in full and to best of Seller's knowledge there are no claims against the Seller or the Property in connection therewith.
(h) To the best of Seller's knowledge the description of the Property contained in Exhibit "A" to this Agreement is accurate and ...
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 Xxxxxx, 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. Xxxxxx 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.