Seller’s Representations & Warranties. Seller represents and warrants to Buyer on the Effective Date and the Closing Date as follows:
Seller’s Representations & Warranties. Seller and LMP jointly, and severally , represent and warrant to Buyer on the Effective Date and the Closing Date as follows:
Seller’s Representations & Warranties. Seller hereby represents and warrants that:
(a) Seller is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement.
(b) Any court or third-party approvals necessary for Seller to enter into this Agreement have been obtained.
(c) The entities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement.
(d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transactions contemplated therein constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as may be limited in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdiction.
(e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder.
(f) There is no existing Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default.
(g) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid.
(h) The next payment for real property taxes applicable to the Property is due on or before October, 2015.
(i) All representations and warranties of Seller in the Purchase Agreement are true and correct.
(j) All information provided to Lender or Midland by Seller, or any of its employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller and will not infringe upon or violate any intellectual property rights of any party. Seller, by its execution of this Agreement, jointly and severally with Seller Principal, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be un...
Seller’s Representations & Warranties. Each Seller with respect to itself, severally and not jointly with the other Sellers (with no Seller having any liability to Purchaser for any breach by any other Seller of any representation and warranty under this Section 5), represents and warrants to Purchaser, that as of the Execution Date and as of the Closing Date:
Seller’s Representations & Warranties. SELLER represents and warrants to PURCHASER, that as of the date of this Agreement, the Effective Time and the Closing:
Seller’s Representations & Warranties. Each Seller, jointly and severally with the other Seller, represents and warrants to Purchaser as to itself, that:
Seller’s Representations & Warranties. Seller represents and warrants to Purchaser and NFGC that each of the statements in this Section 6.1 are true and correct as of the Execution Date and will be true and correct as of the Closing Date:
Seller’s Representations & Warranties. Section 7.01 Seller represents and warrants to Purchaser as follow:
Seller’s Representations & Warranties. Seller represents and warrants as follows:
(a) Seller is the party named in the Patents and is the party who made or caused to be made the application for the U.S. Letters Patent;
(b) The Patents are valid, and in full force and effect as of the date of this Agreement;
(c) The Patents to be sold, transferred and assigned hereunder are free and clear of any and all liens, claims, security interests, pledges, hypothecations or other encumbrances of any nature or kind and no interest in any of the Patents has been previously or simultaneously granted, transferred, assigned or otherwise conveyed.
Seller’s Representations & Warranties. Seller hereby represents and ------------------------------------ warrants as follows, which representations and warranties shall be true and correct on the Close of Escrow and which shall survive the Close of Escrow for a period of one (1) year:
4.1.1. This Agreement constitutes a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms.
4.1.2. Seller has full legal power and authority to enter into this Agreement, and the execution and delivery of all instruments and documents required hereunder to be obtained or authorized by Seller in order to consummate this transaction have been or will be obtained and authorized as so required.
4.1.3. To Seller's actual knowledge, there are no material actions, suits, proceedings or governmental investigations pending or threatened against or affecting the Property.
4.1.4. To Seller's actual knowledge, there are no persons or entities claiming, through Seller, any rights to acquire the Property.
4.1.5. No bankruptcy, insolvency, rearrangement, or similar action or proceeding, whether voluntary or involuntary, is pending or, to Seller's actual knowledge, threatened against the Seller.
4.1.6. Seller is not a "foreign person" within the meaning of the Internal Revenue Code of 1954, as amended (the "Code"), the transaction contemplated hereby does not constitute a disposition of a U.S. real property interest by a foreign person, and at the Close of Escrow no person, including, without limitation, Buyer and its counsel and the Title Company, will be subject to the withholding requirements of Section 1445 of the Code.
4.1.7. Neither the entering into of this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by Seller of its organizational documents or to Seller's actual knowledge any contract, other instrument or agreement to which it is a party, or to which it is subject or by which it or any of its assets or properties may be bound, except as herein disclosed;
4.1.8. The Property is currently unimproved and shall be delivered to Buyer vacant and free of any leases, tenancies, claims of occupancy or service agreements of any kind whatsoever other than as set forth in the Commitment or created by, or consented to, by Buyer;
4.1.9. Neither the entering into of this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by Seller of any judgment...
