SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents, warrants and covenants to Buyer as follows:
SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, represent, warrant and covenant, jointly and severally, to FGI that:
SELLER'S REPRESENTATIONS AND COVENANTS. As an inducement to Purchaser to enter into this Agreement and to purchase the Property, Seller represents to, and covenants with, Purchaser, as follows:
SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents and warrants that (a) (i) Seller is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) Seller owns, with exclusive rights to control, all of the Collateral, free and clear of all Encumbrances, except as created by this Security Agreement, and has the power to transfer and grant the security interests hereunder; (c) Buyer’s security interest in the Collateral is a valid, first-priority security interest, and (d) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or other person or entity is required for the grant by Seller of the first-priority security interest granted hereby or for the execution, delivery, and performance of this Security Agreement by Seller other than (i) any such authorizations, approvals, actions, notices, or filings that have been obtained or made, or (ii) the filing by Buyer of the UCC Financing Statements. Seller (or any predecessors by merger or otherwise) has not, within the four (4) month period preceding the date hereof, had a different name or address from the name and address of Seller listed on the signature page hereof. Seller covenants that (a) it shall not change its name or form of organization, or take any other action that results in a change of the jurisdiction of organization of Seller, or change its chief executive officer, without giving Buyer at least thirty days’ prior written notice of any such action; and (b) Seller shall promptly, and in any event within two (2) business days after the same is acquired by it, notify Buyer of any future Commercial Tort Claim acquired by Seller with respect to the Claims and shall execute and deliver to Buyer such documents as Buyer shall request to perfect, preserve, or protect the liens, rights, and remedies of Buyer with respect to any such Commercial Tort Claim.
SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller's principals, represent, warrant and covenant to Factor that:
SELLER'S REPRESENTATIONS AND COVENANTS. Seller makes the following representations and covenants to Buyer:
SELLER'S REPRESENTATIONS AND COVENANTS. As part of this transaction, Reddi Brake represents to Buyer that Reddi Brake understands that Buyer is entering into this agreement in part because Reddi Brake has a commitment from Xxxxxxxxx X. Xxxxxx, Xx., Xxxxx Xxx Xxxxxx, Xxxxxxxxx X. Xxxxxx III, Xxxxxx Xxxxxxxxxx and Xxxxxxx Xxxx (the “Xxxxxx Family”) regarding the conversion of debt the Xxxxxx Family is owed from Hidden Splendor Resources, Inc. into a class of preferred shares of Reddi Brake. The parties understand that conversion of debt likely will require approval of the bankruptcy court in which Hidden Splendor has filed a Chapter 11
SELLER'S REPRESENTATIONS AND COVENANTS. Seller warrants and represents to Buyer that Seller owns the Licenses and the Inventory, has the right to convey the Licenses and the Inventory, and will deliver to Buyer at Closing executed Bills of Sale in the form of the Bills of Sale attached as Exhibit B and Exhibit E.
SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents, warrants and covenants to Buyer that Seller has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transaction contemplated by this Agreement except that Seller has (i) retained directly or indirectly Equity Services, Ltd. ("ESL") and (ii) has agreed to pay a finder's fee to Capital Solutions, Inc. ("CSI"). In addition, the representations and warranties of the Company contained in that certain placement agreement dated July _____, 1998, by and between Seller and ESL (the "Placement Agreement") are incorporated herein by reference and shall be as if made herein. The aforementioned representations and warranties of Seller shall survive the Closing."
SELLER'S REPRESENTATIONS AND COVENANTS. ..21 Section 9.1 Sellers' Representations and Warranties...............................................21 Section 9.2 Sellers' Knowledge....................................................................28 Section 9.3 Sellers' Covenants....................................................................28 Section 9.4
