Seller’s Representations Concerning the Real Property Sample Clauses

Seller’s Representations Concerning the Real 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 Real 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 Real Property following Closing. (iii) Except as may be set forth in the attached Schedule 7.2(b), and except as set forth in the Due Diligence Materials, to Seller’s knowledge, Seller has received no written notice from any governmental authority requiring the correction of any condition with respect to the Real 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 Seller’s knowledge, (a) Seller has made available to Purchaser copies that are complete in all material respects of the Leases, the Construction Agreements, the Miscellaneous Consultant Agreements, the Other Matters, the Brokerage Agreements, the Reports and the Permits, and except as may be set forth in the attached Schedule 7.2(b), no written notice of default has been given under any of the Leases, the Brokerage Agreements, the Construction Agreements, the Miscellaneous Consultant Agreements and the Other Matters either by or to Seller alleging a material default, which default has not been cured or waived; (b) Seller has made available to Purchaser a copy that is complete in all material respects as of the Effective Date of the Wxxxxxx X. Xxxxx Pending Change Order Log and all Change Orders under the Bxxxx Contract; (c) all Additional Services and Requests for Additional Services from the Architect are listed on the attached Schedule 7.2(b)(iv)-7, (d) the Leases and Construction Agreements are in full force and effect and enforceable in accordance with their terms; and (e) assuming that Purchaser does not assume the Seller Mortgage, the Leases, the Construction Agreements, the Miscellaneous Consultant Agreements, the Other Matters and the Permitted Exceptions constitute all of the material agreements to which Seller is a party in connection with the construction of the Project that will...
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Related to Seller’s Representations Concerning the Real Property

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

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

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

  • 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.

  • 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 Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

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

  • The Adviser’s Representations The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

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

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

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