The Buyer’s Representations and Warranties. The Buyer represents and warrants to the Seller that as of the date hereof:
The Buyer’s Representations and Warranties. The Buyer represents and warrants to the Sellers as follows:
The Buyer’s Representations and Warranties. With respect to its purchase hereunder, the Buyer represents and warrants to the Company, and agrees, as follows:
The Buyer’s Representations and Warranties. The Buyer hereby represents and warrants to the Seller that the statements contained in Section 3 are correct and complete as of the date of this Agreement.
The Buyer’s Representations and Warranties. With respect to its purchase hereunder, each Buyer represents and warrants, severally and not jointly, to the Company, and agrees, as follows:
The Buyer’s Representations and Warranties. The Buyer hereby makes statements, warranties and undertakings to each Warrantor that, during the Execution Date and the Closing Date, other warranties and disclosures, facts and information related to the Buyer contained in Part III of Appendix IV or the Agreement are true, accurate and complete and not misleading.
The Buyer’s Representations and Warranties. In order to induce Seller to enter into this Agreement and sell the Properties, the Buyer, makes the following covenants, agreements, representations and warranties, upon each of which the Buyer acknowledges and agrees that Seller and its affiliates are entitled to rely and have relied:
a. Buyer is duly formed, validly existing and in active status under the laws of the state of Florida and is qualified to transact business in the state of Florida and has all requisite power and authority to carry on its business as now conducted, and to enter into and to perform its obligations hereunder and under any documents or instrument required to be executed and delivered on behalf of the Buyer hereunder.
b. This Agreement has been duly authorized by all necessary action on the part of the Buyer and has been duly executed and delivered by the person signing this Agreement on behalf of the Buyer, constitutes the valid and binding agreement of Buyer and is enforceable in accordance with its terms. The person executing this Agreement on behalf of the Buyer has the authority to do so. Furthermore, no consent of any other third party is required to be obtained by Buyer in connection with the execution, delivery, and performance of this Agreement and the consummation of any other transaction contemplated hereby.
c. The execution and delivery of, and the performance by Buyer of its obligations under this Agreement do not and will not contravene, or constitute a default under, any provision of applicable law or regulation, its organizational documents, or any agreement, judgement, injunction, order, decree or other instrument binding upon Buyer or to which the Property is subject, or result in the creation of any lien or other encumbrance on any asset of the Buyer or on the Property.
d. No Act of Bankruptcy has occurred or, by virtue of the closing of the transactions contemplated in this Agreement will occur, with respect to the Buyer. In the event that the Seller discovers or determines that any of the representations of Buyer set forth hereinabove are not true and correct when made or as of the Closing Date, Seller shall have the option to terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon the Xxxxxxx Money Deposit shall be returned to Buyer and neither Buyer nor Seller shall have any further obligation hereunder except those which by the terms of this Agreement expressly survive a termination of this Agreement. As used in this Agreement, th...
The Buyer’s Representations and Warranties. The Buyer represents and warrants to Seller as of the Execution Date and the Closing Date, as follows:
The Buyer’s Representations and Warranties. 9.1 The Buyer represents and warrants to the Sellers as follows, as of the Signing Date (such representations and warranties, save as otherwise provided, to be deemed repeated as of the Closing Date by reference to the circumstances existing on such date).
9.2 The Buyer is a company duly organized and validly existing under the laws of the State of Delaware, United States of America, is not subject to any bankruptcy proceedings, has not entered into arrangements by which its assets have been transferred to its creditors, is neither insolvent nor has been put into liquidation. The Buyer has all necessary rights, power and authority to execute this Agreement and perform the obligations contemplated herein.
9.3 The execution and delivery by the Buyer of this Agreement does not, and the performance of the obligations contemplated hereby will not (i) violate or result in a breach of any provision contained in the by-laws of the Buyer, (ii) violate any laws or rules applicable to the Buyer, and (iii) violate any order, judgment or decree of any court.
9.4 The execution of this Agreement and the performance by the Buyer of the obligations contemplated herein does not require any filings with, or approval or other authorization by, any public or governmental authority, national or supranational.
9.5 Buyer has retained Xxxxxxxxxxx and Co., Inc. as its investment banking advisor and will be paying it a fee in connection with the transaction contemplated hereby.
The Buyer’s Representations and Warranties. The Buyer represents and warrants to the Seller as follows:
(a) The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois.
(b) The Buyer has all corporate power and authority necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize the Buyer to enter into this Agreement and carry out the transactions contemplated by it have been taken. This Agreement has been duly executed by the Buyer and is a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms.
(c) Neither the execution and delivery of this Agreement or any document to be delivered in accordance with this Agreement nor the consummation of the transactions contemplated by this Agreement or by any document to be delivered in accordance with this Agreement will violate, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, the Certificate of Incorporation or by-laws of the Buyer, any agreement or instrument to which the Buyer is a party or by which it is bound, any law, or any order, rule or regulation of any court or governmental agency or other regulatory organization having jurisdiction over the Buyer.
(d) When executed and delivered at the Closing, the Assignment and Assumption Agreement will be a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms.
(e) No governmental filings, authorizations, approvals or consents, or other governmental action, are required to permit the Buyer to fulfill all its obligations under this Agreement.
