Seller’s Representations Concerning the Personal Property Sample Clauses

Seller’s Representations Concerning the Personal Property. (i) Except as may be set forth in the attached Schedule 7.2(b), to each Seller’s knowledge, such entity has received no written notice from any governmental authority that there currently is any condemnation or eminent domain proceeding pending or threatened against the Personal Property. (ii) Except as may be set forth in the attached Schedule 7.2(b), to each Seller’s knowledge, such entity has not received any written notice of any pending or threatened litigation against such entity that would, in the reasonable judgment of such entity and if determined adversely to such entity, materially and adversely affect Purchaser or the Personal Property following Closing. (iii) Except as may be set forth in the attached Schedule 7.2(b), to each Seller’s knowledge, such entity has received no written notice from any governmental authority requiring the correction of any condition with respect to the Personal Property on account of a material violation of any applicable federal, state, county or municipal law, code, rule or regulation, which has not been cured or waived. (iv) To each Seller’s knowledge, such entity has neither assigned nor otherwise transferred its right, title or interest in and to the Personal Property, nor does any Person hold any lien granted by Seller on the Personal Property other than through a Seller Mortgage (which Seller Mortgage lien shall be terminated at Closing). (v) The attached Schedule 7.2(c)(v) sets forth all material tangible personal property owned or leased by Seller that is used or held for use by Seller in connection with the operation, management, maintenance or use of the Real Property.
Sample 1
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Seller’s Representations Concerning the Personal Property. (i) Except as may be set forth in the attached Schedule 7.2(b), to Seller’s knowledge, Seller has received no written notice from any governmental authority that there currently is any condemnation or eminent domain proceeding pending or threatened against the Personal Property. (ii) Except as may be set forth in the attached Schedule 7.2(b), to Seller’s knowledge, Seller has not received any written notice of any pending or threatened litigation against Seller that would, in the reasonable judgment of Seller and if determined adversely to Seller, materially and adversely affect Purchaser or the Personal Property following Closing. (iii) Except as may be set forth in the attached Schedule 7.2(b), to Seller’s knowledge, Seller has received no written notice from any governmental authority requiring the correction of any condition with respect to the Personal Property on account of a material violation of any applicable federal, state, county or municipal law, code, rule or regulation, which has not been cured or waived. (iv) To the Seller’s knowledge, Seller has neither assigned nor otherwise transferred its right, title or interest in and to the Personal Property, nor does any Person hold any lien granted by Seller on the Personal Property other than through a Seller Mortgage (which Seller Mortgage lien shall be terminated at Closing).
Sample 1

Related to Seller’s Representations Concerning the Personal Property

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

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