Seller's statements Sample Clauses

Seller's statements. (a) The Seller states that, except as disclosed in this contract, each of the following statements is or will be accurate: (i) it has the capacity and power to enter into this contract; (ii) if, on Settlement, there is a mortgage over the Lot, a release of the mortgage in respect of the Lot will be provided at Settlement; (iii) if the Transfer Documents given to the Buyer on Settlement are executed by an attorney of the Seller, then the relevant power of attorney will be registered at the Land Registry by Settlement; and (iv) at Settlement: (A) the Seller will have no knowledge or notice of any special contribution to be levied on the owner of the Lot; (B) no order will have been made for the termination of the Scheme or the dissolution of the Body Corporate; (C) the Body Corporate will not have mortgaged or charged any of its assets to secure the payment or repayment of money owing or borrowed by it; (D) there will be no unsatisfied judgment against the Body Corporate; and (E) there will be no unsatisfied judgment, order or writ affecting the Lot. (b) If a statement in clause 4.4(a) is not accurate and the Buyer is materially prejudiced by the inaccuracy (the onus of proof being on the Buyer), the Buyer may terminate this contract by written notice to the Seller and in that case: (i) the Deposit must be refunded to the Buyer together with any interest earned on the investment of the Deposit; and (ii) neither party will have any Claim against the other party.
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Seller's statements. Borrower has furnished to Lender the audited financial statements of Sellers certified without qualification by independent certified public accountants as of December 31, 1997. To the best of Borrower's knowledge, after due inquiry, such statements are correct and complete in all material respects, fairly present in all material respects the financial condition and assets of the Sellers and have been prepared in accordance with GAAP.
Sample 1
Seller's statements. 1. The Seller declares that the goods do not contain and are not produced from genetically modified organisms. 2. The Seller declares that there are no preparatory, court, administrative or enforcement proceedings pending against him, the result of which or the mere fact of occurrence could limit the proper performance of the contract. 3. The Seller declares that the conclusion of the contract will not prevent or hinder the performance of the Seller's obligations towards third parties. 4. The Seller declares that the delivered goods are free from defects, healthy, dry, with a specific smell, a specific color, sown from certified seeds without additives, free from live pests, free from fungi, free from mold. compliant with EU and national law regarding the degree of radioactivity, pollution and chemical residues of plant protection products, free from the presence of propionic acid, formic acid, other fungicides and preservatives. 5. The Seller declares that the goods meet the following requirements specified in: a) Regulation (EC) No 1107/2009 of the European Parliament and of the Council of 21 October 2009 concerning the placing of plant protection products on the market and repealing Council Directive 79/117 / EEC 191/414 / EEC of 21 October 2009 ( Journal of Laws UE.L No. 309, p. 1), b) Regulation (EC) No 396/2005 of the European Parliament and of the Council of 23 February 2005 on maximum residue levels in food | feed of plant and animal origin and on their surface, amending Council Directive 91/414 / EEC of February 23, 2005 (Journal of Laws UE L No. 70, p. 1), c) Directive 2002/32 / EC of the European Parliament and of the Council of 7 May 2002 on undesirable substances in animal feed of 7 May 2002 (Journal of Laws of the European Union No. 140, p. 10), d) Regulation (EC) No. 183/2005 of the European Parliament and of the Council of 12 January 2005 laying down requirements for feed hygiene of 12 January 2005 (Journal of Laws UE.L No. 35, p. 1) 6. The Buyer may request the Seller to provide additional statements as to its compliance with legal requirements. The Seller is obliged to submit such a declaration within 3 days from the date of the Buyer's request. 7. The Seller is liable to the Buyer for making the above statements incorrectly.
Sample 1
Seller's statements. (a) Seller acknowledges receipt from Purchaser of a copy of the Phase I Environmental Site Assessment, McLexx Xxxplex, dated July, 1996, by Howaxx X. Xxxxx Xxxpany (the "Phase I Report"). Except for the items raised in the Phase I Report, Seller states that to the best of its knowledge: A. Except any which might result from actions being taken by Purchaser, there are not any action in condemnation, eminent domain or public taking proceedings against the Land. B. Except any which might result from actions being taken by Purchaser, there is not any ordinance or hearing now before any local governmental body which authorizes any public improvements or special tax levies, the cost of which may be assessed against the Land. C. Seller has not received any notices, orders, suits, judgment or other proceedings relating to fire, building, zoning, air pollution or health violations that have not been corrected. Seller shall notify Purchaser of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Land.
Sample 1
Seller's statements. Seller states to Purchaser as follows:
Sample 1

Related to Seller's statements

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Interim Statements As soon as available, but in no event later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Estoppel Statements Within ten (10) days after request therefor by City, Tenant shall deliver, in recordable form, an estoppel statement certifying that this Lease is in full force and effect; the date of Tenant’s most recent payment of Rent, and that Tenant has no defenses or offsets outstanding, or stating those claimed, and any other information reasonably requested. Failure to deliver said statement within the specified period shall be conclusive upon Tenant that: (i) this Lease is in full force and effect, without modification except as may be represented by City; (ii) there are no uncured defaults in City’s performance and Tenant has no right of offset, counterclaim or deduction against Rent hereunder; and

  • Shareholders Statements and Reports Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Estoppel Certificates and Financial Statements At all times during the Lease Term, Tenant agrees, following any request by Landlord, to execute and deliver to Landlord within ten (10) days following delivery of such request an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the Rent and other charges are paid in advance, if any, (iii) acknowledging that there are not any uncured defaults on the part of any party hereunder or, if there are uncured defaults, specifying the nature of such defaults, and (iv) certifying such other information about the status of the Lease and the Premises as may be required by Landlord. A failure to deliver an estoppel certificate within ten (10) days after delivery of a request therefore shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by Landlord in said request and is in full force and effect, (ii) there are no uncured defaults in Landlord’s performance, (iii) no rent has been paid more than thirty (30) days in advance, and (iv) the information regarding the status of this Lease, as represented by Landlord in said request, is true and correct. No more than twice during the Lease Term (except in connection with a proposed sale or financing of the Building) Tenant shall, upon ten (10) days’ prior written notice from landlord, provide Tenant’s most recent financial statement and financial statements covering the twenty-four (24) month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and shall be certified by Tenant’s chief financial officer as true and correct in all material respects and at Landlord’s request, supported with copies of Tenant’s bank statements or, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

  • Billing Statements ‌ 8.1 Condition 22.4 (Contents of Billing Statement) of the Conditions shall be amended so that Condition 22.4(I) is deleted and replaced by the following provisions:

  • Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 4(d).

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

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