Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that:
Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein:
(i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;
(ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;
(iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;
(iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;
(v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(vi) the Seller has good, marketable and indefeasible title to the...
Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that:
(a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof.
(b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property.
(c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid.
(d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property.
(e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property.
(f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.
(g) None of the lots are located in a flood plain area.
(h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller.
(i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing.
(j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period.
(k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mech...
Seller’s Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date and as of each Conveyance Date:
Seller’s Representations and Warranties. There are no representations or warranties of any kind. Buyer is acquiring the property “AS IS”, subject to all existing easements or claim of easements, rights of way, protective covenants, zoning ordinances and applicable building codes, laws and regulations, encroachments, overlaps, boundary line disputes, and other matters which might or might not be disclosed by an accurate survey or inspection of the premises. Seller does not guarantee the accuracy of the acreage, if any, identified in the property description.
Seller’s Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer:
(a) To the best of Seller’s actual knowledge, without investigation, Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions.
(b) To the best of Seller’s actual knowledge, there are no pending, threatened or contemplated condemnation actions involving any portion of the Property and Seller has received no notice of any such action, except as noted in Section 14(b) below.
(c) From the execution of this Contract until the Closing, Seller shall (i) maintain the Property in substantially the same condition as presently exists, reasonable wear and tear excepted, except as otherwise provided in this Contract, and (ii) refrain from entering into any contract or agreement affecting the Property or the title thereto which would extend beyond the Closing, without the prior written consent of Buyer which may be withheld in Buyer’s sole discretion.
(d) Seller is not a ‘foreign person’ which would subject Buyer to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, and, at Closing, under regulations promulgated pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
(e) There are no leases, licenses, contracts or agreements of any kind whatsoever affecting the Property except for (i) the Permitted Exceptions, (ii) ordinary service contracts entered into in the ordinary course of business, and (iii) certain “desk agreements”, for use of offices within the Property.
(f) To the best of Seller’s actual knowledge, there is no condition at, on, under or related to the Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and Seller has not engaged in any production, use, treatment, storage, transportation or disposal of any Hazardous Materials (as hereinafter defined) on the Property, nor has there been any release or threatened release of any Hazardous Materials, pollutant or contaminant into, upon or over the Property or any property adjacent thereto or into or upon ground or surface water at the Property or any property adjacent thereto.
(g) Except for de minimis amounts of Hazardous Materials customarily used in connection with the operation of the Property, Seller has not stored any Hazardous Materials on the Property or in any underground or above ground tanks, pits or surface impoundments and Seller h...
Seller’s Representations and Warranties. Seller represents and warrants to Buyer, as of the date of this Agreement and as of Closing, as follows:
Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date:
(a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases.
(b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases.
(c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing.
(d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof.
(e) Except a...
Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows as of the Effective Date:
Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that:
(i) Seller and each Applicable Entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.
(ii) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties, other than obtaining or delivering (as applicable) the Regulatory Approvals. The execution, delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Seller. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms subject to principles of bankruptcy and general equitable principles.
(iii) There are no actions, suits, claims, assessments, or proceedings pending or, to Seller’s knowledge, threatened that would reasonably be expected to materially and adversely affect the ownership, operation, or maintenance of the Applicable Entities or the Property or Seller’s ability to perform hereunder.
(iv) Except for Permitted Encumbrances and as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and payable before the Closing Date with respect to the ownership, operation, and maintenance of the Applicable Entities and the Property have been paid or will be paid prior to the Closing Date.
(v) The rent roll attached hereto as Schedule 6(a)(v) is a true, correct and complete listing of all Leases, and all Tenants thereunder, as of the date of the rent roll, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the date of the rent roll. Seller has delivered or made available to Purchaser true, correct and complete copies of all Leases and all amendments thereto or modifications thereof.
(vi) Schedule 6(a)(vi) is a true, correct and complete listing of all License Agreements, and all Licensees thereunder, as of the date thereof, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the date thereof. Seller has delivered or made available to Purchaser true, correct and complete copies of all Licen...
