Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.
Appears in 3 contracts
Samples: Sale, Purchase and Escrow Agreement, Sale, Purchase and Escrow Agreement, Sale, Purchase and Escrow Agreement (Maui Land & Pineapple Co Inc)
Seller’s Warranties and Representations. The matters set forth in 4.8.1 Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Section 11.1 constitute representations Agreement, and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing shall be true and correct. If correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Buyer’s obligations under this Agreement:
A. The sale of the Project Property has been authorized by appropriate action of Seller;
B. The person(s) who have executed this Agreement and other instruments required under this agreement on behalf of Seller learns ofhave been, or has a reason will be, duly authorized to believe that any execute the same on Xxxxxx’s behalf and no other persons are required to execute this Agreement on behalf of the representations Seller;
C. The entering into and warranties contained consummation of this Agreement by Seller will not constitute or result in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; default under any other contract by which Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to Project Property are bound;
D. To the extent best of Seller’s actual knowledge” , there are no other agreements, leases or contracts affecting the Project Property that cannot be canceled upon 30-day notice.
X. Xxxxxx shall mean furnish a grant deed and Policy of Title Insurance showing good and marketable title in fee to the actual current knowledge Project Property free and clear of Xxxx Xxxxxxxall liens and encumbrances.
F. No lawsuits, administrative proceedings or violations pending or threatened exist in relationship to the Project Property.
G. The execution, delivery and performance of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with respect or notification to, any governmental authority or any third party. Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated by this Agreement will not be received.
H. Except as otherwise indicated in any Environmental Assessment reports obtained by Buyer or otherwise disclosed to water and sewage issues onlyBuyer below, Xxxxxx Xxxxxxhas, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom during the time that Seller represents to be the representatives of Seller having the responsibility for the management and sale has been in possession of the Golf Course Project Property complied with all Environmental Laws and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit has not released any such matters, and there shall be no imputed or personal liability Hazardous Substances on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeProject Property.
Appears in 2 contracts
Samples: Disposition and Development Agreement, Disposition and Development Agreement
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Each Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation severally and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “only to the extent of such Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx's (i) individual entity, with respect to water entity related representations and sewage issues onlywarranties, Xxxxxx Xxxxxxor (ii) Ownership Share, Xxxx Xxxxxxxxxwith respect to Property related representations and warranties, Xxxx Xxxxxxmakes the following representations and warranties.
(a) The assignment of Seller's interest in the Properties to Buyer shall be made by special warranty of title as to only those claims, Xxx Xxxxxxxx liens and Xxxxx Xxxxxx whom Seller represents encumbrances arising by, through and under Seller, but not otherwise. Subject to be the representatives of Seller having the responsibility for the management and sale all of the Golf Course terms and accordingly provisions of this Agreement and except with respect to those matters that would result in a breach of the individuals responsible special warranty of title, Buyer assumes the risk of condition of the Properties as set out in the Assignment and Bill of Sale, including compliance with all laws, rules, orders and xxxulations affecting the environment, whether existing before, on or after the Closing Date. The Assignment and Bill of Sale from Seller to Buyer shall disclaim any warranty of mercxxxxability or fitness for being informed of matters relevant particular purpose as to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such mattersthe Properties, and there Buyer shall accept the Properties AS IS, WHERE IS, and in their present location and condition.
(b) Seller is duly qualified to carry on its business and is in good standing in each state where the nature of its business requires qualification. The consummation of the transactions contemplated by this Agreement will not violate or be no imputed in conflict with (i) any provision of Seller's organizational documents, and (ii) any provision of any agreement to which Seller is a party or personal by which Seller is bound or any judgment, decree, order, statute, rule or regulation applicable to Seller.
(c) Seller has the power to enter into and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on the part of such individualsSeller. To the extent Purchaser This Agreement has or acquires actual knowledge prior been duly executed and delivered on behalf of Seller and, at Closing, all documents and instruments required hereunder to be executed and delivered by Seller shall have been fully executed and delivered.
(d) This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, however, to the Closing Date effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) Except as set forth in Schedule 1 hereto, there are no pending or, to Seller's knowledge, threatened, suits, actions, or other proceedings naming Seller as a party and affecting the Properties (including, without limitation, any actions challenging or pertaining to Seller's title to any of the Properties and/or the effect of any environmental laws on any of the Properties). There are no suits, actions, or other proceedings pending or, to Seller's knowledge, threatened, which relate to or affect the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.
(f) Except as set forth on Schedule 2 hereto, there are no outstanding Authorizations for Expenditure ("AFE's") that these representations will result in charges for operations to be performed on the Properties on or after the Effective Time costing $20,000 or more net to the interest transferred under this Agreement. Seller currently intends to plug the East Pampa Unit 16W well and warranties are inaccuratethe Worley Combs 406 well, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified responsible for plugging txx xxxxx.
(g) All ad valorem, property, production, severance, xxxxse and similar taxes and assessments based on or measured by the ownership of the Properties or the production of hydrocarbons or the receipt of proceeds therefrom that have become due and payable have been properly paid.
(h) Except as set forth in Schedule 3 hereto, to reflect Purchaser’s actual Seller's knowledge, Seller has complied, or has remedied any noncompliance, with the material provisions and requirements of all orders, regulations and rules issued or promulgated by all federal, tribal, state or local governmental authorities having jurisdiction in respect of the Properties (excluding, however, compliance with applicable Environmental Laws (as hereinafter defined) which is exclusively dealt with in Section 11 hereof).
(i) None of the Properties is subject to penalties on allowables after the Effective Date because of overproduction or any violation of applicable laws, rules or regulations of any governmental authority which would prevent such Property from being entitled to its full and regular allowable from and after the Effective Date, and Seller has not produced a share of gas greater than its ownership percentage and Seller is under no obligation to reduce its share of production under any gas balancing agreement or similar contract to allow under-produced parties to come back into balance.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Chancellor Group Inc.), Purchase and Sale Agreement (Chancellor Group Inc.)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and corrector correct in any material respect, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, ). The preceding sentence shall not limit Purchaser’s rights under Section 10.2 above if any Seller representations or warranties are untrue or incorrect in such event, Purchaser may any material respect due to a breach by Seller hereunder or limit Purchaser’s right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement as a result of the failure of the condition precedent set forth in a manner which would cause a representation and warranty to become materially incorrect or inaccurateSection 3.1.4 above. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” and other references in this Agreement to the knowledge of Seller shall mean mean, and be limited to, the actual current knowledge of Xxxx XxxxxxxX. XxXxxxxx, with respect to water President of XxXxxxxx Development Company (the property manager of Seller), J. Xxxxxx XxXxxxxx, COO of XxXxxxxx Development Company, and sewage issues onlyXxxx Xxxx, Xxxxxx Xxxxxxa Property Manager of XxXxxxxx Development Company, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for Property as one of her duties, who are familiar with the management Property and sale in the best position to confirm the truth and accuracy of the Golf Course Seller’s representations and accordingly the individuals responsible for being informed of matters relevant to this Agreementwarranties. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of any such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeindividual.
Appears in 2 contracts
Samples: Sale, Purchase and Escrow Agreement, Sale, Purchase and Escrow Agreement (Industrial Property Trust Inc.)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and). As set forth in Section 3.1.4 hereof, in the obligation of Purchaser to consummate this transaction shall be contingent upon the lack of any material variance with respect to the truth and accuracy of all such eventrepresentations and warranties to the extent of Seller’s actual knowledge as of the date scheduled for Closing. Otherwise, Purchaser may shall have the right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement in a manner which would cause a representation and warranty to become materially incorrect or inaccurateaccordance with Section 3.1.4 hereof. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxXxx Xxxxxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser at the office of Seller’s property manager prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Behringer Harvard Multifamily Reit I Inc)
Seller’s Warranties and Representations. The matters (a) Seller hereby undertakes, represents and warrants to the Purchaser that:
(i) as at the date hereof, Seller is the registered and beneficial owner of the Property and Seller has not and will not after the date of this Agreement create any encumbrance over the Property or any part thereof (other than the vendor’s lien and Deed of Trust securing the Promissory Note), and that Seller is absolutely entitled to transfer the Property to Purchaser upon the terms and conditions of this Agreement;
(ii) as at the date hereof, Seller is not in breach and shall not after the date of this Agreement commit any breach of any express or implied condition of title to the Property;
(iii) as at the date hereof, there are neither claims adversely affecting the rights of Seller to possession of the Property nor the transfer of the Property from Seller to the Purchaser contemplated under this Agreement;
(iv) as at the date hereof, Seller, to the best of its knowledge (after due and careful enquiry) and except as set forth in this Section 11.1 constitute representations on Exhibit E, has not received any notices, from any government authority or statutory board which remain outstanding and warranties which will or may prejudice or adversely affect the present or continued use and enjoyment by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations Property or which will or may subject Seller to any onerous charge or liability, and warranties contained in this Article 11 may cease to be true and correct, that Seller shall use commercially reasonable efforts to promptly give prompt notice to Purchaser of any such notices, orders or requirements it receives from any government authority or statutory board, but in no event longer than forty-five (which notice shall include copies 45) days from receipt thereof, for a period of one (year) after the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate date of this Agreement; and
(v) Seller is authorized and legally competent to execute, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation deliver and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, perform the phrase “to the extent terms of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.
Appears in 1 contract
Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s actual 's knowledge” " shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementWilliam L. Rafkin. There shall be no duty imposed or implied to investigateinvesxxxxxx, xxxxxxx, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed in writing to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxx, with respect to golf course operations issues only, Yarrow Flower, Xxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx, with respect to financial information only, and Xxxxx Xxxxxx Xxxxxxx Xxxxx, with respect to golf course grounds maintenance issues only, whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement, subject, if applicable, to the foregoing qualifications. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Maui Land & Pineapple Co Inc)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute Seller hereby makes the following representations and warranties to Buyer as of the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information set forth on the Disclosure Statement:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are now contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of Seller have been taken.
(b) To Seller's Knowledge, (i) the leases and rental agreements listed on EXHIBIT D to this Agreement (the "Leases") are all of the leases and rental agreements presently in effect with respect to the Real Property, and, (ii) the copies of the Leases and related correspondence delivered or made available to Buyer are true, correct and complete, and set forth all agreements in effect with any tenant of the Property with respect to such tenant's occupancy of the Property.
(c) To Seller's Knowledge, Seller has received no written notice from any governmental authority that any of the improvements located on the Real Property are presently in violation of any applicable building codes, zoning or land use laws, or other law, order, ordinance, rule or regulation affecting the Real Property.
(d) To Seller's Knowledge, (i) the contracts listed on EXHIBIT E to this Agreement (the "Contracts") are all of the service and equipment contracts to which Seller is a party that relate to the operation and maintenance of the Property and that would be binding upon a purchaser of the Property, and (subject ii) the copies of the Contracts delivered or made available to matters contained in any notice given Buyer pursuant to the next succeeding sentence) shallthis Agreement, are true, correct and complete in all material respects.
(e) To Seller's Knowledge, Seller has received no written notice from any governmental authorities that eminent domain proceedings for the condemnation of the Real Property are pending or threatened.
(f) To Seller's Knowledge, Seller has received no written notice of (i) any threatened or pending litigation affecting the Property (other than litigation arising in the ordinary course of the operation of the Property and covered by insurance) or (ii) any threatened or pending litigation against Seller which would materially and adversely affect Seller's capacity to perform under this Agreement.
(g) To Seller's knowledge, except as may be disclosed in any environmental audit or report provided or made available to Buyer pursuant to Section 2.3(a) above, (i) there are no underground or other storage tanks situated on the Real Property, and (ii) there are no Hazardous Materials present at the Closing be true and correctReal Property in violation of applicable laws. If Seller learns of, or has a reason to believe that any For purposes of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller"Hazardous Materials" shall mean inflammable explosives, without recourse against Seller; providedradioactive materials, however; Seller cannot act voluntary asbestos, polychlorinated biphenyls, hazardous materials, hazardous wastes, hazardous or toxic substances, oil, or related materials, which are listed in a manner which would cause a representation the Comprehensive Environmental Response, Compensation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1Liability Act of 1980, as amended, the phrase “to Resource Conservation and Recovery Act, the extent Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act or California's Xxxxxxxxx-Xxxxxxx-Xxxxxx Hazardous Substance Account Act, Hazardous Waste Control Law, Safe Drinking Water and Toxic Enforcement Act of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect1986, or audit any such mattersin the regulations adopted and publications promulgated pursuant thereto, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any wayother federal, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentationstate or local environmental law, in which even such representation ordinance, rule or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeregulation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bre Properties Inc /Md/)
Seller’s Warranties and Representations. The matters Seller warrants and represents that, subject to the Approval Order and Lender's approval, both as set forth herein: (a) Seller has the full right, power, and authority to sell the Property to Buyer as provided in this Section 11.1 Agreement and to carry out Seller's obligations hereunder; (b) all requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller's obligations has been obtained; (d) this Agreement has been duly authorized, executed and delivered by Seller; and (e) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other Agreement to which Seller may be a party or by which Seller may be bound. The provisions of this Article shall survive the Closing. ARTICLE VIII ASSIGNMENT Buyer's reputation, experience, and financial status constitute representations a material inducement and warranties a substantial part of the consideration for sale of the Property by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correctBuyer. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 Buyer may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate not assign this Agreement, upon written notice nor may any of Buyer's rights hereunder or any ownership interest in Buyer be transferred in any manner to Sellerany person or entity, without recourse against Seller's specific prior written consent, which consent may be withheld by Seller for any reason whatsoever except, however, Buyer shall have the right to assign this Agreement without Seller's consent, to an entity owned and controlled by Buyer; provided, however, any such assignment shall be binding on Seller only to the extent Buyer provides Seller with written intent to so assign, specifically naming the assignee and reflecting the signature block for the assignee, no later than ten (10) Business Days prior to Closing. If Buyer assigns this Agreement pursuant to the terms hereof: (a) the assignee shall be liable (jointly and severally with assignor) for all of Buyer's obligations hereunder; (b) the assignor (i.e., the original Buyer hereunder) shall remain obligated (but jointly and severally with assignee) with respect to all of Buyer's obligations hereunder; and (c) the assignor and any assignee shall execute such instruments of assignment and assumption in such form as Seller canmay require in confirmation of the provisions hereof. ARTICLE IX BROKERAGE Buyer represents and warrants to Seller that Buyer has not act voluntary contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in a manner connection with this transaction other than the Disclosed Broker and that Buyer has not taken any action which would cause result in any real estate broker's finder's, or other fees or commissions being due or payable to any other party with respect to this transaction. Seller represents and warrants to Buyer that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or party in connection with this transaction other than the Disclosed Broker and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to this transaction. Each party hereby indemnifies, protects, defends and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorneys' fees) resulting to the other party from a breach of the representation and warranty made by such party herein. Seller agrees to become materially incorrect or inaccuratepay the Disclosed Broker a commission as set forth in a separate agreement between Seller and the Disclosed Broker, which commission shall be paid only if, as and when Closing actually occurs and the Purchase Price is received by Seller. As used Seller and Buyer, as applicable, shall cause the Disclosed Broker to deliver in this Section 11.1, the phrase “escrow to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, Title Company prior to Closing an executed receipt acknowledging that such Disclosed Broker has been paid in full for all commissions due with respect to water this transaction and sewage issues onlythat such Disclosed Broker has no recourse against Seller with respect to this transaction, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx which such receipt shall be released from escrow upon Closing and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale payment of the Golf Course 15 commission to the Disclosed Broker by the Title Company. The provisions of this Article shall survive the Closing and accordingly the individuals responsible for being informed termination of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.ARTICLE X
Appears in 1 contract
Seller’s Warranties and Representations. Seller warrants and represents to Buyer as to all Goods, which warranties and representations will survive the acceptance, use, or subsequent sale thereof by Buyer and the termination of this Agreement and any Orders issued hereunder, that:
5.1 The matters Goods will conform to all Specifications and will be in compliance with all accepted models, samples, and all written affirmations of fact made by Seller, and will be subject to a system administered by Seller (and acceptable to Buyer) for the identification, segregation, and positive control of defective items of the Goods; and
5.2 The Goods will be in compliance with any and all Applicable Laws; and
5.3 The Goods will be merchantable and, if made to Specifications made or furnished by Seller and accepted by Buyer hereunder, will be fit for the particular purpose(s) for which required by Buyer; and
5.4 Regardless of where delivery occurs, the Goods will be free of defects (except to the extent defects result solely from the negligence of Buyer) in manufacture, shipping, handling, packaging, or processing prior to arrival at Buyer's plant; and
5.5 The Goods will be free of lawful claims of any party; and
5.6 If Seller makes or offers a written warranty to retail purchasers, which warranty is to be passed by or through Buyer, such warranty (a) will be in compliance with all Applicable Laws as to form and content and will be furnished in copies and manner sufficient to permit Buyer and subsequent retail sellers to comply with such Applicable Laws and (b) will not limit in any way any similar or other warranty or representation of Seller to Buyer; and
5.7 Seller has obtained, or will obtain, any required approval by any governmental authority with respect to the sale, shipping, handling, packaging, processing, or use of the Goods, as applicable from time to time, and Seller will furnish Buyer with copies or other satisfactory evidence of all such approvals; Buyer, at its sole option, may obtain, or assist Seller in obtaining, such approval; and Terms and Conditions for Purchase and Sale of Goods - Revised 10-5-2007 6 Rev.10/05/07
5.8 Seller's obligations under (a) Article 6 of this Agreement or (b) any other agreement between Buyer and Seller shall not limit Buyer's rights or remedies in the event that the Goods or any portion thereof do not conform to Seller's warranties and representations; and
5.9 The warranties and representations contained in Sections 5.1 through 5.8, inclusive, are specifically for the benefit of Buyer and any person claiming by or through Buyer. Furthermore, the parties agree that the above warranties and representations extend to the future performance of the Goods for a period of time equal to the period during which Buyer is reimbursing its parent company, affiliated companies and/or dealers for consumers' warranty claims, and for such longer period(s) that may be set forth in the Specifications. However, the expiration of a warranty on a particular consumer's product is not to be considered an absolute bar to future claims of Buyer to Seller resulting from, by way of example, individual extensions of warranty as a matter of policy or replacement of Goods in the event of recall or other safety-related concerns, where the same are attributable to the Goods not conforming to Seller's warranties set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge5.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 10.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller Xxxxxx, after the execution of this Agreement, learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 ARTICLE 10 may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in ). Upon receiving such eventnotice, Purchaser may terminate this Agreement, upon written notice shall have the right to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a accept such revised representation and warranty and proceed with the Closing or to become materially incorrect terminate this Agreement on the same basis that Purchaser may have terminated this Agreement on or inaccuratebefore the end of the Investigation Period. As used in this Section 11.110.1, the phrase “"to the extent of Seller’s 's actual knowledge” " shall mean the actual actual, current knowledge, without the duty to make investigation or inquiry and of which there shall be no imputed knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be any of the representatives principals or agents of Seller having and the responsibility on-site property manager for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of any of such individuals. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement
Seller’s Warranties and Representations. The Seller hereby makes the following representations and warranties, each of which representations and warranties (i) is being relied upon by Xxxxx, (ii) is true in all respects as of the date of this Agreement, subject to any contrary or qualifying matters set forth therein, (iii) shall be true in this Section 11.1 constitute representations all respects as of the date of Closing, and warranties deemed remade by Seller as of Closing with the same force and effect as if in fact made at that time, subject to any contrary or qualifying matters disclosed to Buyer during the Contingency Period or pursuant to Section 4.4 below, and (iv) shall survive for a period of three (3) months following the Closing and shall not merge into the Deed at Closing:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are now and contemplated by this Agreement;
(subject to matters contained b) Seller has not committed nor obligated itself in any notice given pursuant manner whatsoever to sell the Property, or any portion thereof, to any party other than Buyer;
(c) Except for the Existing Lease, to Seller’s knowledge there are no other leases, subleases, rental agreements, occupancies or tenancies in effect pertaining to the next succeeding sentence) shallReal Property, in all material respects, at and Seller has no knowledge of any oral agreements with any person or entity with respect to the Closing be true and correct. If Seller learns of, or has a reason to believe that any occupancy of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser Real Property or any portion thereof;
(which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is basedd) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of To Seller’s actual knowledge, there is no pending or threatened, judicial, municipal or administrative proceeding affecting the Property or in which Seller is or will be a party by reason of Seller's ownership of the Property or any portion thereof, including, without limitation, proceedings for or involving condemnations, eminent domain, alleged building code, zoning or environmental violations, or personal injuries or property damage alleged to have occurred on the Property or by reason of the condition or use of the Property. Seller expressly disclaims any representation, warranty, liability or obligation for any change, alteration or other improvement to the Property made by or on behalf of Buyer during Buyer’s possession of the Property as a tenant, including without limitation, whether any such change, alteration or improvement was made in compliance with applicable codes, ordinances or other laws;
(e) To Seller's actual knowledge, except as disclosed in the Real Property Materials, (i) there are no underground or other storage tanks situated on the Real Property and (ii) there are no reportable quantities of Hazardous Materials at the Real Property. For purposes of this Agreement, “Hazardous Materials” shall mean the actual current knowledge of Xxxx Xxxxxxxinflammable explosives, with respect to water and sewage issues onlyradioactive materials, Xxxxxx Xxxxxxasbestos, Xxxx Xxxxxxxxxpolychlorinated biphenyls, Xxxx Xxxxxxhazardous materials, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed hazardous wastes, hazardous or implied to investigatetoxic substances, inspectoil, or audit any such mattersrelated materials, which are listed in the Comprehensive Environmental Response, Compensation and there shall be no imputed Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act or personal liability on California's Xxxxxxxxx-Xxxxxxx-Xxxxxx Xxxxxxxxx Substance Account Act, Hazardous Waste Control Law, Safe Drinking Water and Toxic Enforcement Act of 1986, or in the part of such individuals. To the extent Purchaser has regulations adopted and publications promulgated pursuant thereto, or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any wayother federal, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentationstate or local environmental law, in which even such representation ordinance, rule or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.regulation; and
Appears in 1 contract
Samples: Settlement Agreement
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water X. Xxxxxxx and sewage issues only, Xxxxxx Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsparties. To Notwithstanding anything in this Agreement to the contrary, if any fact, condition or circumstance is known to Purchaser at any time prior to or as of the expiration of the Investigation Period, and such fact, condition or circumstance contradicts or renders untrue any representation or warranty in this Section 11.1, then such representation or warranty shall be cancelled, superseded and of no effect to the full extent of such contradiction or untruth. Furthermore, if at any time after the expiration of the Investigation Period and prior to Closing, Purchaser has discovers a breach (or acquires actual knowledge facts evidencing the reasonable likelihood of a breach) of any representation or warranty made in this Agreement by Seller, Purchaser shall (within three (3) business days after discovery of such breach or facts) provide Seller with written notice thereof. Seller shall thereafter use commercially reasonable efforts, but only after expiration of the Investigation Period, to cure or remedy any such breach within ten (10) days of Seller’s receipt of such notice and shall notify Purchaser in writing whether it was successful in doing so by the end of such ten (10) day period (and the Closing shall be extended, if necessary, to enable Seller to cure any such breach within such ten (10) day period). If Seller fails to cure any such breach of any representation or warranty first discovered by Purchaser after the expiration of the Investigation Period and prior to Closing, then Purchaser’s sole remedy (which shall be exercised within three (3) business days after the end of Seller’s ten (10) day cure period) shall be to either: (i) terminate this Agreement, upon delivery of written notice thereof to Seller, whereupon the Deposit, if then paid, shall be returned to Purchaser, and this Agreement shall automatically terminate and neither party shall have any further rights or obligations hereunder (except as expressly provided in this Agreement); or (ii) to close the acquisition of the Property, take the Property “AS-IS” with no further obligation or liability on the part of Seller as to the representation or warranty breached as set forth in Purchaser’s notice and without any reduction in the Purchase Price, escrow retention or other claim against Seller and with such representation or warranty being cancelled, superseded and of no effect to the full extent of such breach. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports delivered to, or obtained by, Purchaser prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in contains information which even is inconsistent with such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgewarranty.
Appears in 1 contract
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management Property and sale who is the person affiliated with Seller who has the most knowledge regarding the operations of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Resource Apartment REIT III, Inc.)
Seller’s Warranties and Representations. The matters Seller hereby makes the following warranties and representations upon which Buyer is relying upon entering into this Agreement:
5.1 Seller is the owner of the Property.
5.2 To the best of Seller's knowledge, there is no litigation, action, suit, proceeding, investigation, citation or violation pending or threatened against Seller affecting the Property or against the Property.
5.3 To the best of Seller's knowledge, there are no liens, encumbrances or claims against the Property being purchased hereunder or Seller's ownership thereof other than those liens, encumbrances and/or claims of record set forth in this Section 11.1 constitute representations the preliminary title report or trustee's sale guarantees referred to above, or as expressly disclosed herein, and, in the case of existing first trust deeds, the notes secured thereby are current.
5.4 All personal property being transferred to Buyer hereunder shall be transferred free and warranties clear of any claims, liens and encumbrances, and Seller has the full right to so convey all such personal property.
5.5 To the best of Seller's knowledge, there are no pending or contemplated condemnation actions or special assessments against the Property or any part thereof
5.6 The service contracts to be delivered by Seller to Buyer hereunder shall be full and complete evidence of all contracts in existence which are now affect the Properties being purchased hereunder and (subject to matters contained in shall be set forth all terms and conditions of any notice given pursuant obligations of the landlord or owner of the Property to the next succeeding sentence) shallpersons or entities who are parties to such contracts; and Seller has the full right and title to assign each such service contract and no defaults exist with respect hereto.
5.7 The records to be made available by Seller to Buyer as provided above shall be full and complete records and represent all financial operations and records with respect to the Property and operation thereof, in all material respectsand shall be full and complete as of the dates thereof; and there does not exist any event or condition, at whether or not arising after the Closing be true and correct. If Seller learns ofdate of said records, or has a reason to believe that which would make any of the representations and warranties information contained in this Article 11 may cease to be true such books and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, records misleading or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, inaccurate with respect to water the operation of the Property.
5.8 Seller shall maintain the Property being purchased hereunder in good condition and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be state of repair through the representatives date of Seller having the responsibility for the management and sale of the Golf Course Property by Buyer; and accordingly Seller shall further perform all of its obligations under all leases, service contracts and any other agreement affecting the individuals responsible for Property being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on purchased hereunder through the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeclosing date hereof.
Appears in 1 contract
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and). As set forth in Section 3.1.4 hereof, in the obligation of Purchaser to consummate this transaction shall be contingent upon the lack of any material variance with respect to the truth and accuracy of all such eventrepresentations and warranties to the extent of Seller’s actual knowledge as of the date scheduled for Closing. Otherwise, Purchaser may shall have the right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement in a manner which would cause a representation and warranty to become materially incorrect or inaccurateaccordance with Section 3.1.4 hereof. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxShariff Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser at the office of Seller’s property manager prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Behringer Harvard Multifamily Reit I Inc)
Seller’s Warranties and Representations. Seller warrants and represents to Buyer as to all Goods, which warranties and representations will survive the acceptance, use, or subsequent sale thereof by Buyer and the termination of this Agreement and any Orders issued hereunder, that:
5.1 The matters set forth Goods will conform to all Specifications and will be in this Section 11.1 constitute representations compliance with all accepted models, samples, and warranties all written affirmations of fact made by Seller, and will be subject to a system administered by Seller which are now (and (subject acceptable to matters contained in any notice given pursuant to Buyer) for the next succeeding sentence) shallidentification, in all material respectssegregation, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any positive control of defective items of the representations Goods; and
5.2 The Goods will be in compliance with any and warranties contained in this Article 11 may cease to all Applicable Laws; and
5.3 The Goods will be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or documentmerchantable and, if anymade to Specifications made or furnished by Seller and accepted by Buyer hereunder, upon will be fit for the particular purpose(s) for which Seller’s notice is based) required by Buyer; and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1
5.4 Regardless of where delivery occurs, the phrase “Goods will be free of defects (except to the extent defects result solely from the negligence of Seller’s actual knowledge” shall mean the actual current knowledge Buyer) in manufacture, shipping, handling, packaging, or processing prior to arrival at Buyer's plant; and
5.5 The Goods will be free of Xxxx Xxxxxxxlawful claims of any party; and
5.6 If Seller makes or offers a written warranty to retail purchasers, which warranty is to be passed by or through Buyer, such warranty (a) will be in compliance with all Applicable Laws as to form and content and will be furnished in copies and manner sufficient to permit Buyer and subsequent retail sellers to comply with such Applicable Laws and (b) will not limit in any way any similar or other warranty or representation of Seller to Buyer; and
5.7 Seller has obtained, or will obtain, any required approval by any governmental authority with respect to water and sewage issues onlythe sale, Xxxxxx Xxxxxxshipping, Xxxx Xxxxxxxxxhandling, Xxxx Xxxxxxpackaging, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale processing, or use of the Golf Course Goods, as applicable from time to time, and accordingly the individuals responsible for being informed Seller will furnish Buyer with copies or other satisfactory evidence of matters relevant to this Agreement. There shall be no duty imposed or implied to investigateall such approvals; Buyer, inspectat its sole option, may obtain, or audit assist Seller in obtaining, such approval; and Terms and Conditions for Purchase and Sale of Goods - Revised 10-5-2007 6 5.8 Seller's obligations under (a) Article 6 of this Agreement or (b) any such matters, other agreement between Buyer and there Seller shall be no imputed not limit Buyer's rights or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction remedies in the Purchase Price event that the Goods or any portion thereof do not conform to Seller's warranties and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.representations; and
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clean Diesel Technologies Inc)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 9.1 constitute representations and warranties by Seller which that are now as of the Effective Date and (subject to except for matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns ofIf, or has a reason to believe that Seller’s Knowledge, any of the following representations and warranties contained in this Article 11 may cease is not, or ceases to be true and correctbe, true, Seller shall give prompt notice to Purchaser Buyer (which notice shall include copies of the instrument, correspondence, or document, if any, any document upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals). To the extent Purchaser Buyer has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Study Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect PurchaserBuyer’s actual knowledge. To the extent Buyer acquires actual knowledge or is deemed to know after the expiration of the Study Period that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s actual knowledge, unless Buyer terminates the Agreement due to Seller’s failure to satisfy the condition to Closing set forth in Section 3.1.5. Without limitation of any other means by which Buyer may have acquired actual knowledge, Buyer shall be deemed to have actual knowledge that a representation or warranty is untrue, inaccurate or incorrect if any Leases, Contracts, rent roll, Estoppel, environmental site assessment, property condition report, survey or title policy provided to Buyer (or made available to Buyer in any data room maintained by Seller, Manager or Broker) contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Seller’s Warranties and Representations. The matters Except as disclosed on the Schedule of Seller's Exceptions attached hereto as EXHIBIT K, Seller hereby makes the following representations and warranties to Buyer, which representations and warranties shall, subject to Section 4.5 below, survive the Closing Date, and all of which are (i) material and are being relied upon by Buyer, (ii) accurate as of the date hereof, and (iii) will be certified by Seller as of the Closing Date in accordance with Section 6.1(a)(viii) below:
(a) subject to Seller's obtaining the approval of its board of directors as set forth in Section 3.1(b)(iii) above, Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Section 11.1 constitute representations Agreement and warranties by Seller to execute and deliver all documents which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken;
(b) there are no service contracts with respect to the Real Property to which Buyer would be bound that are not cancellable by the owner of the Real Property within 30 days after written notice from such owner, except as may otherwise be provided in the documents described in EXHIBIT B to Seller, without recourse against Seller; provided, however; this Agreement;
(c) Seller canhas not act voluntary in a manner received from any governmental agency any written notice that condemnation proceedings or special assessment proceedings are pending as of the date of this Agreement which would cause a representation materially and warranty to become materially incorrect detrimentally affect the present use and operation of the Property;
(d) To the Best of Seller's Knowledge (as defined below), Seller is the sole owner of the Personal Property free and clear of any lien or inaccurateencumbrance of any other person, where such lien or encumbrance was created by Seller. As used in this Section 11.1To the Best of Seller's Knowledge, the phrase “to Real Property is not encumbered by any easement or license created by Seller that is not disclosed by the extent public records of Fresno County;
(e) To the Best of Seller’s actual knowledge” 's Knowledge, there is no pending litigation or proceeding that may materially and detrimentally affect the Business or the Property;
(f) To the Best of Seller's Knowledge, other than circumstances described in the Xxxxxxx Xxxxxx Environmental Materials, the items listed on EXHIBIT L or any other environmental reports or studies received by Buyer, Seller has not with respect to Real Property violated any Environmental Laws (as defined below) where (i) such violation has not been remedied or remediated as of the date of this Agreement, and (ii) such violation is likely to have an adverse effect on the ownership of the Property or the operation of the Business. For purposes of this Agreement, "Environmental Laws" shall mean the actual current knowledge Comprehensive Environmental Response, Compensation and Liability Act of Xxxx Xxxxxxx1980, with respect to water as amended, 42 U.S.C. Section 9601 ET SEQ., the Resource Conservation and sewage issues onlyRecovery Act, Xxxxxx Xxxxxx42 U.S.C. Section 6901 ET SEQ., Xxxx Xxxxxxxxxthe Hazardous Materials Transportation Act, Xxxx Xxxxxx49 U.S.C. Section 1801 ET SEQ., Xxx Xxxxxxxx 33 U.S.C. Section 1251 ET SEQ., 42 U.S.C. Section 300(f) ET SEQ., 42 U.S.C. Section 7401 ET SEQ., California Water Code Section 13000 ET SEQ., and Xxxxx Xxxxxx whom Seller represents to be any other similar statutes, laws and ordinances regulating the representatives of Seller having the responsibility for the management and sale protection of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.environment; and
Appears in 1 contract
Samples: Purchase and Sale Agreement (Golden State Vintners Inc)
Seller’s Warranties and Representations. The Seller hereby makes the following representations and warranties to Buyer as of the Contract Date; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information contained in any reports, schedules or other informational materials delivered or made available to Buyer pursuant to this Agreement or set forth on the Disclosure Statement:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of Seller have been taken. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the close of escrow are, and on the Closing Date will be, duly authorized, executed and delivered by Seller, and on the Closing Date will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and, to Seller’s knowledge, do not and, on the Closing Date will not, violate any provision of any agreement or judicial order to which Seller or the Property is subject;
(b) To Seller’s knowledge, (i) the list of Leases attached to this Agreement as Exhibit C is a complete and accurate list of all of the leases, licenses, occupancy agreements and rental agreements, whether written or oral, together will all amendments and modifications thereof and supplements relating thereto, presently in effect with respect to the Real Property, (ii) the copies of the Leases and related correspondence that have been (or will be) delivered or made available to Buyer are true and complete, (iii) each such Lease is in full force and effect, and (iv) Seller has not received written notice (A) of any default by Fuji or Seller under either of such Leases, or (B) that Fuji intends to terminate either of its Leases prior to the expiration of its scheduled term;
(c) To Seller’s knowledge, (i) the list of service, equipment and other contracts, attached to this Agreement as Exhibit D is a complete and accurate list of all of the service, equipment and other contracts, written or oral, to which Seller is a party presently in effect with respect to the Real Property, (ii) the copies of such contracts that have been (or will be) delivered or made available to Buyer are true and complete, and (iii) each such contract is in full force and effect;
(d) To Seller’s knowledge, Seller has received no written notice from any governmental authorities that eminent domain proceedings for the condemnation of the Real Property are threatened or pending;
(e) To Seller’s knowledge, Seller has received no written notice of any threatened or pending litigation or governmental or administrative proceeding against Seller or affecting or relating to the Real Property which would materially and adversely affect the Real Property or Seller’s capacity to perform under this Agreement; and
(f) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
(g) Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California.
(h) To Seller’s knowledge, Seller has received no written notice that the Real Property or the current use and operation thereof violate any applicable federal, state or municipal law, status, code, permit, ordinance, rule or regulation, except as to such violations as have been cured prior to the Contract Date. As used herein, the term “Seller’s knowledge” or words of similar effect shall mean the current actual, subjective knowledge of Xxxxxxx Xxxxxxxx, after inquiry of the property manager of the Real Property. Neither Xxxxxxx Xxxxxxxx nor any party other than Seller shall bear responsibility for any breach of representation. Seller represents and warrants that Xxxxxxx Xxxxxxxx is the person within Seller’s organization having (i) direct responsibility for the management of the Property and (ii) the most comprehensive knowledge of the matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge4.1.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rw Holdings NNN Reit, Inc.)
Seller’s Warranties and Representations. The matters set forth in 4.8.1 Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Section 11.1 constitute representations Agreement, and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing shall be true and correct. If correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Buyer’s obligations under this Agreement:
A. The sale of the Project Property has been authorized by appropriate action of Seller;
B. The person(s) who have executed this Agreement and other instruments required under this agreement on behalf of Seller learns ofhave been, or has a reason will be, duly authorized to believe that any execute the same on Xxxxxx’s behalf and no other persons are required to execute this Agreement on behalf of the representations Seller;
C. The entering into and warranties contained consummation of this Agreement by Seller will not constitute or result in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; default under any other contract by which Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to Project Property are bound;
D. To the extent best of Seller’s actual knowledge” , there are no other agreements, leases or contracts affecting the Project Property that cannot be canceled upon 30 day notice.
X. Xxxxxx shall mean furnish a grant deed and Policy of Title Insurance showing good and marketable title in fee to the actual current knowledge Project Property free and clear of Xxxx Xxxxxxxall liens and encumbrances.
F. No lawsuits, administrative proceedings or violations pending or threatened exist in relationship to the Project Property.
G. The execution, delivery and performance of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with respect or notification to, any governmental authority or any third party. Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated by this Agreement will not be received.
H. Except as otherwise indicated in any Environmental Assessment reports obtained by Buyer or otherwise disclosed to water and sewage issues onlyBuyer below, Xxxxxx Xxxxxxhas, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom during the time that Seller represents to be the representatives of Seller having the responsibility for the management and sale has been in possession of the Golf Course Project Property complied with all Environmental Laws and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit has not released any such matters, and there shall be no imputed or personal liability Hazardous Substances on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeProject Property.
Appears in 1 contract
Seller’s Warranties and Representations. The matters set forth in this As of the date hereof, each Seller hereby represents and warrants to Buyer as to itself and regarding its applicable Property as follows, and, except with respect to Section 11.1 constitute representations 4.1(g) below, as of the Closing Date each of the following shall be true -------------- and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, correct in all material respects, at the Closing be true and correct. If Seller learns ofprovided, or has a reason to believe that any that, each of the such representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit deemed expressly qualified by any such matters, and there shall be no imputed or personal liability information set forth on the part of such individuals. To the extent Purchaser Disclosure Materials as well as by any information as to which Buyer has or acquires actual knowledge prior to the Closing end of the Due Diligence Completion Date that these or, with respect to representations and warranties are inaccuratebrought current as of the Closing and thereafter surviving the Closing, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed expressly qualified by information as to which Buyer had actual knowledge of during the Contract Period.
(a) Each of the Sellers is duly formed, validly existing and in good standing under the laws of the State of its formation and in the State where the applicable Property is located. The Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of the Seller (or any parent entity) necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of the Seller have been taken;
(b) The Seller's execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of the Seller's obligations under the instruments required to be delivered by the Seller at the Closing, do not and will not require the consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority (excepting the recordation of closing documents contemplated in this Agreement) and do not and will not result in any violation of, or default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which the Seller is a party or by which the Seller is bound;
(c) There is no litigation, investigation or proceeding pending or, to the best of the Seller's knowledge, contemplated or threatened against the Seller which would impair or adversely affect the Seller's ability to perform its obligations under this Agreement or any other instrument or document related hereto or to Seller's knowledge, would adversely affect Buyer following Closing;
(d) The Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f)(3);
(e) The Rent Roll applicable to each Property is true, correct and complete in all material respects as of the date of this Agreement. To Seller's knowledge, each Lease identified on Schedule 1.4, (i) is in full force ------------ and effect and, except as disclosed in the Disclosure Materials, has not been modified or supplemented, (ii) no tenant is entitled to reflect Purchaser’s any "free rent" period, defense, credit, allowance or offset against rental, (iii) Seller has completed all tenant improvements specified in any Lease to be the responsibility of the Seller, (iv) Seller has paid all tenant construction allowances and (v) Seller is not in material default and has not received written notice of any material default by the tenant or the landlord under the Lease;
(f) To Seller's knowledge, Seller has received no written notice from any governmental authorities that eminent domain proceedings for the condemnation of any Property or any part of a Property are pending;
(g) To Seller's knowledge, Seller has received no written notice from any governmental authority that the current use of any Property is presently in violation of any applicable zoning, land use or other law, order, ordinance, rule or regulation affecting the Property, that any investigation has been commenced or is contemplated with respect to any such possible failure of compliance and such Seller has not received written notice from any insurance company or Board of Fire Underwriters any written notice of any defect or inadequacy in connection with the applicable Property or its operation, except as set forth on Schedule 4.1(g); ---------------
(i) Except as set forth in the environmental reports included within the Disclosure Materials and any reports or studies prepared by or for Buyer: (i) to Seller's knowledge, Seller has received no written notice of the presence of any Hazardous Materials presently deposited, stored, or otherwise located on, under, in or about any Property which require reporting to any governmental authority or are otherwise not in compliance with environmental laws, regulations and orders; and (ii) to Seller's knowledge, there are no underground storage tanks on any Property; and
(j) As of the Closing Date, there will be no on-site employees or hired persons in connection with the management, operation or maintenance of the Properties. Buyer shall have no obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items subsequent to the Closing Date, nor with respect to any management or employment agreements with respect to the Property, unless such employees have been approved by Buyer in writing during the Due Diligence Period; and
(k) With regard to any material instruments securing or executed in connection with the Assumed Loans ("Loan Documents"): (i) to Seller's knowledge, true, correct and complete copies of the Loan Documents are listed on Schedule 4.1(k) and have heretofore been delivered to Buyer; (ii) Seller has not received any notice of default from any lender (or its servicing agent, if any) claiming that any breach has occurred pursuant to the terms of the Loan Documents which remains uncured; (iii) to Seller's knowledge, no event has occurred which, with the giving of notice and/or passage of time, would constitute a default under the Loan Documents; and (iv) to Seller's knowledge, other than the outstanding principal balance and accrued interest, there are no other currently outstanding amounts secured by the Loan Documents.
(l) To Seller's knowledge, the Ground Lease and each of the REAs as set forth on Schedule 4.1(l) is in full force and effect and has not been --------------- modified or supplemented except as set forth in a recorded instrument, or as heretofore provided to Buyer by Seller or Landlord under the Ground Lease. To Seller's knowledge, there is no default of either Seller or any REA parties under any of the REAs, or by Seller or Landlord under the Ground Lease, and no state of facts that with notice and/or passage of time would ripen into a default. To Seller's knowledge, no unperformed work or installations or unpaid amounts is required of or due from Seller under any REA. The commencement date for the term under the Ground Lease was November 10, 1998 and tenant began rent payments on December 15, 1998. To Seller's knowledge, Seller has not received any notice to exercise its right of first refusal under Section 20 of the Ground Lease. For the purposes of this Section 4.1, the terms "Sellers' knowledge" or words of similar effect shall mean the current actual knowledgeknowledge of Messrs. Xxxxxx Xxx, Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxx Xx Xxxx. None of the named individuals or individual whose sole knowledge is imputed to a Seller under this Section nor any party other than the Seller affording a representation shall bear personal responsibility for any breach of such representation.
Appears in 1 contract
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxXxxxx Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management Property and sale who is the person affiliated with Seller who has the most knowledge regarding the operations of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Resource Apartment REIT III, Inc.)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. All representations and warranties contained in this Section 11.1 are qualified by any information contained in any documents or other material given to Purchaser by Seller in connection with its review of matters pertaining to the Property pursuant to Section 3 above, including any title report or Phase I Environmental Report or Natural Hazard Disclosure Statement given to Purchaser. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article ARTICLE 11 may cease to be true and correctprior to Closing, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxJxxx Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives managing member of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There there shall be no duty imposed or implied to investigate, inspect, inspect or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge. Seller’s representations and warranties shall survive the Closing for a period of six (6) months.
Appears in 1 contract
Seller’s Warranties and Representations. The matters Seller hereby represents and warrants to Buyer as follows:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken, and this Agreement and all documents which are contemplated by this Agreement are or will be, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally, legal, valid and binding obligations of Seller, are or will be, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally, enforceable in accordance with their respective terms, and do not and will not on the Closing Date violate any provisions of any agreement to which Seller is subject;
(b) Guy Tcheau, Xxx Xxxxxxxx, Xxxxxx X. Xxxxx, Xx., Xxxx Xxxx Xxxxxxx and T. Xxxxxxx Xxxxxxxx, the authorized agents of Seller, have no actual knowledge, as of the date hereof, except as specifically set forth in this Section 11.1 constitute representations Exhibit E attached hereto and warranties incorporated herein by reference, that:
(i) Seller has received any notice from any governmental authorities that eminent domain proceedings for the condemnation of the Real Property are pending;
(ii) Seller has received any written notice of any threatened, or any notice of any pending, litigation against Seller which would affect the Real Property. As used herein, the term "threatened" means an expression of intention to initiate a legal action or the announcement that a legal action may be commenced if a condition or request is not satisfied;
(iii) Seller has received any written notice from any governmental authority that the improvements located on the Real Property are presently in violation of any applicable building codes; or
(iv) Seller has received any written notice from any governmental authority, regulatory agency or other authority that Seller's use of the Real Property is presently in violation of any applicable zoning, land use or other law, order, directive, ordinance, rule or regulation affecting the Real Property.
(c) The Personal Property is owned by Seller which are now free and clear of all liens, encumbrances, claims and demands; and
(subject d) No tenant, occupant or other person or corporation (other than Buyer) has any option or other right to matters contained in purchase the Property or any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any part of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurateProperty. As used in this Section 11.14.1, the phrase “to the extent of Seller’s "actual knowledge” " shall mean the actual current knowledge of Xxxx Xxxxxxxnot include implied, imputed or constructive knowledge, or a duty to inquire or investigate any facts or information with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives Property or the warranties of Seller having contained herein. Notwithstanding any other provision hereof, the responsibility for the management representations and sale warranties of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to Seller under this Agreement. There Agreement shall be no duty imposed or implied to investigate, inspect, or audit any such mattersnot extend to, and there shall be no imputed exclude, any information known to Buyer on or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgehave no liability with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Neose Technologies Inc)
Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s 's actual knowledge” " shall mean the actual current knowledge of Xxxx XxxxxxxCathy Bernstein, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProxxxxx. There shall Xxxxx xxall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Seller’s Warranties and Representations. Seller warrants and represents as of the date of Seller’s execution of this Agreement and as of each date through and including the Closing that:
(a) Seller is authorized to enter into this Agreement and sell the Premises without obtaining the consent or approval of any other party;
(b) Xxxxxx knows of no litigation, liens, judgments, violations, investigations or proceedings pending or threatened relating to the Premises;
(c) No work has been performed or is in progress at, and no materials have been furnished to, the Premises or any portion thereof which may give rise to mechanic’s, materialmen’s or other liens against the Premises or any portion thereof;
(d) The Premises is not, and has never been, in any special tax classification (for example, tree growth, open space, etc.); and
(e) To the best of Seller’s knowledge, no hazardous or toxic wastes, substances, matters set forth or materials, including but not limited to any material defined as hazardous or toxic from time to time by applicable state, local and federal law, are stored or otherwise located on the Premises or any adjacent property owned by Seller. Seller shall immediately notify Seller of any changes in the above warranties and representations, and in the event of any material adverse change, Buyer may elect to terminate this Section 11.1 constitute Agreement in which case the Deposit paid shall be promptly returned to Buyer the parties shall be relieved of all further obligations under this Agreement except for such obligations as by their terms are to survive termination of the Agreement. All warranties and representations expressed herein shall survive the Closing and warranties any termination of this Agreement. Xxxxxx agrees to indemnify and hold harmless Buyer from and against any liability, cost, damage, loss, claim, expense or cause of action (including, but not limited to, attorneys’ fees and court costs) incurred by or threatened against Buyer as a result of any breach by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that of any of the Seller’s warranties or representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There This agreement to indemnify and hold harmless shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on survive the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Warranties and Representations. The Seller makes the --------------------------------------- following representations and warranties to Buyer as of the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information set forth on the Disclosure Statement or otherwise disclosed to Buyer in writing or discovered by Buyer prior to the Closing Date:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of Seller have been taken;
(b) To Seller's knowledge, Seller has received no written notice of any threatened or pending litigation against Seller which would materially and adversely affect Seller's capacity to perform under this Agreement; and
(c) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
(d) To Seller's knowledge, (i) the Tenant List is true, correct and complete in all material respects as of the date of this Agreement, (ii) each Lease identified on the Tenant List is in full force and effect, (iii) the copy of each of the Leases identified on the Tenant List that have been (or will be) delivered or made available to Buyer are true, correct and complete, (iv) Seller has not received written notice of any material default by Seller under any of the Leases identified on the Tenant List, (v) there are no existing uncured defaults by any tenant under the Leases and no tenant under any Lease has asserted any defense, set-off or counterclaim with respect to any obligation under its Lease, and (vi) all leasing commissions and tenant improvement allowances payable as a result of the existing Leases have been paid in full by Seller or by Seller's predecessor in title to the Property.
(e) To Seller's knowledge, (i) the list of contracts attached to this Agreement as Exhibit D is a complete and accurate list of any service, equipment or brokerage/commission contracts presently in effect with respect to the Property that will survive the closing hereunder, (ii) the copies of such contracts that have been (or will be) delivered or made available to Buyer are true, correct and complete, (iii) each such contract is in full force and effect and (iv) Seller has not received written notice of any default by Seller under any such contract;
(f) To Seller's knowledge, Seller has received no written notice from any governmental authorities that eminent domain proceedings for the condemnation of the Property are pending;
(g) To Seller's knowledge, Seller has received no written notice of any threatened or pending litigation against Seller or affecting the Property which would materially and adversely affect the Property; and
(h) To Seller's knowledge, Seller has received no written notice from any governmental authority that any of the improvements located on the Property are presently in violation of any applicable building codes, zoning or land use laws, or other law, order, ordinance, rule or regulation affecting the Property.
(i) To Seller's knowledge, there has been no release of Hazardous Materials on, in or under the Real Property, nor are Hazardous Materials present at the Real Property in quantities or in a condition which reasonably could be expected to subject the Real Property, or the owner or operator of the Real Property to legal or administrative enforcement action, except as may be disclosed in any environmental report or other Disclosure Materials, or matters disclosed to or discovered by Buyer during Buyer's inspection as described in Section 2.4. "Hazardous Materials" means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any statute, ordinance or regulation of any governmental entity having jurisdiction over the Real Property, including, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") and other similar federal, Pennsylvania, or local laws, as currently in effect as of the date of this Agreement ("Environmental Laws"), (ii) petroleum hydrocarbon, including, without limitation, crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, (viii) radioactive materials, (ix) pesticides or "economic poisons" as defined or described in any Environmental Law or (x) any other substance, chemical, waste, pollutant or contaminant regulated by any law, statute, ordinance or regulation of any governmental agency having jurisdiction over the Real Property, as currently in effect as of the date of this Purchase Agreement, for the protection of human health or the environment. As used herein, the term "Seller's knowledge" or words of similar effect shall mean the current actual, subjective knowledge of Xxxxx Xxxxx, without independent investigation or inquiry, but after inquiry of the property manager of the Real Property by delivery to such manager of a copy of the foregoing representations (which inquiry may or may not have yielded any or a complete or accurate response). Seller represents to Buyer that Xxxxx Xxxxx is the individual in Seller's organization with principal oversight responsibility for the Property. Such individual's knowledge shall not include information or material which may be in the possession of Seller, but of which the named individual is not actually aware. Seller shall have no liability for the breach of any representations or warranties absent an arbitrated or judicial finding that the named individual knowingly withheld information from Buyer with respect to the subject matter of the representation or warranty or falsified information delivered to and relied upon by Buyer and that such action amounted to a violation of a representation or warranty expressly set forth in this Agreement. Neither the named individual whose sole knowledge is imputed to Seller under this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in nor any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, party other than Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the bear responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part breach of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgerepresentation.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Wells Real Estate Fund Xii Lp)
Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s 's actual knowledge” " shall mean mean, in this Agreement and any other instruments executed by Seller, the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of Property (the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement"PROPERTY Manager(s)"). There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsProperty Manager(s). To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date date of this Agreement that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the date of this Agreement contains information which is inconsistent with such representation or warranty.
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Seller’s Warranties and Representations. The matters (a) Seller hereby warrants, represents and covenants (which warranties, representations and covenants shall be effective as of the date of Closing and shall survive the Closing) the following: That
i) Seller has good, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property, and any other easements in existence at the xxxx xxxxxx purchased the property, and liens that will be satisfied at closing.
ii) to the best of seller’s knowledge, there are no special assessments against or relating to the Property.
iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property.
iv) Seller has not entered into any outstanding agreements of sale, leases, options or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Purchaser.
v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Purchaser.
vi) there are no encroachments upon the Property, other than such encroachments, if any, already of record.
vii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein.
viii) there is access for ingress and egress to and from the Property to the public roads, street, highway and avenues, in front of or adjoining all or part of the Property.
ix) there is no pending claim, law suit, agency proceeding, or other legal, quasi-legal or administrative challenge concerning the Property, the operation of the Property or any condition existing thereon, and no claim, litigation, proceeding or challenge has been or is proposed or threatened by any person or entity, or otherwise anticipated by Seller.
x) to the best of Seller’s knowledge the Property has never been used for any industrial or commercial operation involving any hazardous substance, including but not limited to any sort of manufacturing; processing or refining; equipment, machinery, part or component; the sale, storage or transport of hazardous substances; drilling, mining, or production of oil, gas, minerals or other naturally occurring products; or any agricultural activities involving the use and storage of fertilizers or pesticides or if such property has been used in this manner, that it has not resulted in any contamination of the soil or any condition requiring corrective action.
xi) no asbestos-containing materials have been installed in or affixed to the structures, if any, on the Property at any time during Seller’s ownership thereof. No such materials have been stored or disposed of anywhere on the Property during Seller’s ownership thereof.
xii) the Property and all operations on the Property are not in violation of applicable law, and no governmental entity has served upon Seller any notice claiming any violation of any statute, ordinance or regulation or noting the need for any repair, remedy, construction, alteration or installation with respect to the Property, other than such notices Buyer may have given seller.
xiii) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the property for the purposes intended by Buyer. Except as disclosed in writing by Seller to Buyer, no condition or fact exists contrary to any warranty or representation set forth in this Section 11.1 constitute representations Contract.
xiv) to the best of Seller’s knowledge, no investigation administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated or in existence with respect to the Property and warranties the Seller has not received any notice of violation of any laws, rules or regulations regulating hazardous materials or any request for information from any federal or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. To the best of Seller’s knowledge, the Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list.
xv) this Contract has been duly authorized, executed and delivered by Xxxxxx and all documents executed by Seller which are now to be delivered to Buyer at closing will be (a) duly authorized, executed and delivered by the Seller, (b) the legal, valid and binding obligation of Seller, and (subject c) sufficient to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, convey title and do not and at the time of Closing be true and correct. If will not violate any provisions of any agreement or judicial order affecting Seller learns of, or has a reason to believe that any of the Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgewarranties.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Warranties and Representations. The matters (a) Seller hereby represents and warrants to Buyer as follows:
(i) Seller has, and as of the Closing Date shall have, full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken and the person signing this Agreement on behalf of Seller is authorized to do so.
(ii) This Agreement has been duly authorized and executed on behalf of Seller and constitutes a valid and binding agreement subject to the conditions set forth herein, enforceable in accordance with its terms subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting its enforcement.
(iii) Seller has obtained or will obtain prior to Closing all consents, releases and permission and given all required notifications related to the transactions herein contemplated and required under any covenant, agreement, encumbrance, law or regulation to which Seller is a party or by which Seller is bound.
(iv) Neither this Agreement nor anything provided to be done hereunder by Seller violates or shall violate any contract, agreement or instrument to which Seller is a party.
(v) Subject to the actual knowledge of Rxxxxx Xxxxx and Jxxxx Xxxxxxx as of the date hereof, without investigation or inquiry, there are no pending or threatened claims, lawsuits, actions or proceedings of any nature against or affecting the Property, except as may have been disclosed in this Section 11.1 constitute representations and warranties by Agreement.
(vi) The Seller which are now Delivery Documents listed in subparagraphs (i) and (subject to matters contained in any notice given pursuant iii) of Section 2.3 above are true, complete and correct, to the next succeeding sentencebest of Seller’s knowledge.
(b) shall, in all material respects, at In the Closing be true and correct. If Seller learns of, or has a reason to believe that event any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There contained herein shall be no duty imposed or implied to investigate, inspect, or audit untrue in any such matters, and there shall be no imputed or personal liability on the part material respect as of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date or in the event Seller shall have materially breached any of the covenants set forth in Section 4.2 below, then, subject to Seller’s right to have a reasonable amount of time in which to correct the condition that these representations and warranties are inaccurate, renders such representation untrue or incorrect such covenant that has been materially breached, which time period shall not exceed fifteen (15) days or, if such misrepresentation or breach of covenant is not susceptible of cure within fifteen (15) days, such longer period as may be reasonably necessary so long as Seller diligently pursues the cure thereof, but in any wayno event longer than sixty (60) days, Purchaser may proceed Buyer’s remedy shall be limited to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentationelection of (i) closing hereunder, in which even event Buyer shall have the right to seek direct (but not consequential) damages not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000) from Seller on account of any defect in such representation representations or warranties breaches of covenant; or (ii) declaring this Agreement terminated and to have the Deposit returned together with all interest accrued thereon, in which event neither Seller nor Buyer shall be deemed modified have any further liability hereunder (other than the indemnity obligations under Sections 2.3(a) and 9.2, the obligation under Section 2.3(b) to reflect Purchaser’s actual knowledgedeliver to Seller copies of all reports regarding the Property furnished to Buyer and all documents made available by Seller and copies thereof and the confidentiality provisions of Section 9.16, which shall survive the termination of this Agreement).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe obtains actual knowledge that any of the representations and warranties contained in this Article 11 may XI cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx XxxxxxXxxxxxx X. Xxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreementor Xxxxx Xxxxxxxxx. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsparties. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any wayway and Purchaser elects to consummate the Closing and does consummate the Closing, Purchaser may proceed to Closing without reduction in the Purchase Price then such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge., and Purchaser may not pursue any remedy at law or equity related to any such modified representation or warranty. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser on a website managed by the Broker or at the Property prior to or as of the Effective Date, or prior to Closing pursuant to written notice from Seller, contain information which is inconsistent with such representation or warranty
Appears in 1 contract
Samples: Sale, Purchase and Escrow Agreement (KBS Real Estate Investment Trust III, Inc.)
Seller’s Warranties and Representations. Seller hereby covenants, warrants and represents to Purchaser that:
A. There are no actions or proceedings pending (or to Seller’s best knowledge threatened) against Seller or any part of the Premises which, if determined adversely to Seller, would have an adverse effect on Seller, Purchaser or the Premises.
B. There is neither any pending (or to seller’s best knowledge threatened) any condemnation, eminent domain, or similar proceeding(s) affecting the Premises, or any part thereof, nor, to the best of Seller's knowledge, is any such proceeding or action contemplated or threatened by any governmental authority.
C. To the best of Seller's knowledge, Xxxxxx has complied with and the Premises are in compliance with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Premises and the use thereof.
X. Xxxxxx has and will have at the Closing, full and complete fee simple record title to the Premises, subject only to Permitted Title Exceptions.
X. Xxxxxx represents and warrants that neither Seller, nor any of Seller's agents have entered into any contract to sell the Premises or any portion thereof or any interest therein (other than to the Purchaser).
F. There are no Hazardous Materials or toxic contaminants or substances located in, on, under or about the Premises, or in any buildings or structures currently located on the Premises, which are or could be or could become detrimental to the Premises or otherwise to human health or the environment generally or which are or could become a violation of any applicable laws or regulations. For purposes herein, the term “Hazardous Material” means and includes asbestos, PCB’s and any hazardous, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9610 et seq., any so- called “Superfund” or “Superlien” law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, related to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material as now or at any time hereafter in effect.
G. The matters set forth most recent ascertainable annual general real estate taxes for the Premises for tax year were approximately $ . Seller has received no notice of any other assessment or tax against the Premises other than such general real estate taxes.
H. All representations, warranties and covenants made by Seller in this Section 11.1 constitute representations and warranties by Seller which are now and (subject Agreement shall be deemed to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at be remade as of the Closing be true and correctshall survive the Closing for a period of two (2) years. If Seller learns ofagrees to save, or has a reason defend, indemnify and hold Purchaser harmless from any cost, expenses (including reasonable attorney's fees), suits, liens, damages and/or liabilities sustained by Purchaser due to believe that Seller's breach of any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeforegoing.
Appears in 1 contract
Samples: Real Estate Purchase Contract
Seller’s Warranties and Representations. The matters set forth in 4.8.1 Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Section 11.1 constitute representations Agreement, and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing shall be true and correct. If correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Buyer’s obligations under this Agreement:
A. The sale of the Project Property has been authorized by appropriate action of Seller;
B. The person(s) who have executed this Agreement and other instruments required under this agreement on behalf of Seller learns ofhave been, or has a reason will be, duly authorized to believe that any of execute the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which same on Seller’s notice is based) and, behalf and no other persons are required to execute this Agreement on behalf of Seller;
C. The entering into and consummation of this Agreement by Seller will not constitute or result in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; ’s default under any other contract by which Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to Project Property are bound;
D. To the extent best of Seller’s actual knowledge” , there are no other agreements, leases or contracts affecting the Agency Parcels that cannot be canceled upon 30 day notice.
E. Seller shall mean furnish a grant deed and Policy of Title Insurance showing good and marketable title in fee to the actual current knowledge Agency Parcels free and clear of Xxxx Xxxxxxxall liens and encumbrances.
F. No lawsuits, administrative proceedings or violations pending or threatened exist in relationship to the Agency Parcels.
G. The execution, delivery and performance of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with respect to water or notification to, any governmental authority or any third party. Seller knows of no reason why all the consents, approvals and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility authorizations necessary for the management and sale consummation of the Golf Course transactions contemplated by this Agreement will not be received.
H. Except as otherwise indicated in any Environmental Assessment reports obtained by Buyer or otherwise disclosed to Buyer below, Seller has, during the time that Seller has been in possession of the Project Property complied with all Environmental Laws and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit has not released any such matters, and there shall be no imputed or personal liability Hazardous Substances on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeProject Property.
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Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute Seller hereby makes the following representations and warranties to Buyer as of the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by Seller which are now and (subject to matters any contrary or qualifying information contained in any notice given reports, schedules or other informational materials delivered or made available to Buyer pursuant to this Agreement or set forth on the next succeeding sentenceDisclosure Statement:
(a) shallSeller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of Seller have been taken;
(b) To Seller’s knowledge, (i) the list of service and equipment contracts attached to this Agreement as Exhibit D is a complete and accurate list of all of the service and equipment contracts presently in all effect with respect to the Real Property, (ii) the copies of such contracts that have been (or will be) delivered or made available to Buyer are true, correct and complete, and (iii) each such contract is in full force and effect;
(c) To Seller’s knowledge, Seller has received no written notice from any governmental authorities that (i) eminent domain proceedings for the condemnation of the Real Property are pending or (ii) that the Property or its operation violates in any way any applicable laws, ordinances, rules, regulations, judgments, orders, covenants, conditions or restrictions, whether federal, state, local, foreign or private, including without limitation the Americans with Disabilities Act and applicable environmental laws, rules and regulations, the violation of which would result in a material respectsadverse change in the Property or its operation;
(d) To Seller’s knowledge, at Seller has received no written notice of any threatened or pending litigation against Seller or affecting the Closing be true Real Property which would materially and correct. If adversely affect the Real Property or Seller’s capacity to perform under this Agreement;
(e) Seller learns ofis not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code; and
(f) To Seller’s knowledge, or Seller has a reason to believe received no written notice from any governmental authority that any of the representations and warranties contained improvements located on the Real Property are presently in this Article 11 may cease to be true and correctviolation of any applicable building codes, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondencezoning or land use laws, or documentother law, if anyorder, upon which Seller’s notice is based) andordinance, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect rule or inaccurateregulation affecting the Real Property. As used in this Section 11.1herein, the phrase term “to the extent of Seller’s actual knowledge” or words of similar effect shall mean the actual current actual, subjective knowledge of Xxxx Xxxxxxx(i) Xxxxxxxx Xxxxxxxxx, with respect to water Vice President Human Resources, Operations, Health, Safety and sewage issues onlyEnvironment, Xxxxxx (ii) Xxxxxxxxx Xxxxxx, Xxxx Vice President Finance and (iii) Xxxxxxxxx X. Xxxxx, Vice President Legal and General Counsel. Neither Xxxxxxxx Xxxxxxxxx, Xxxx XxxxxxXxxxxxxxx Xxxxxx or Xxxxxxxxx Xxxxx nor any party other than Seller shall bear responsibility for any breach of representation. Notwithstanding the foregoing, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives an officer of Seller having the Isis identified above charged with responsibility for the management and sale aspect of the Golf Course business relevant or related to the matter at issue will be deemed to have knowledge of a particular matter if, in the reasonable exercise of his or her duties and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigateresponsibilities, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part officer should have known of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgematter.
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Samples: Purchase and Sale Agreement (Isis Pharmaceuticals Inc)
