Warranties and Representations of Buyer. Buyer represents and warrants to Seller as follows:
Warranties and Representations of Buyer. Buyer warrants and represents to Seller as follows:
(a) Buyer is acquiring the Shares for its own account and not with a view to their distribution (within the meaning of Section 2(11) of the Securities Act of 1933 (the “Securities Act”)). Buyer is aware of the restrictions on transfer applicable to the Shares under federal and state securities laws and regulations and that the Company is under no obligation to register the Shares under the Securities Act.
(b) Buyer has full power and authority to execute and to deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Warranties and Representations of Buyer. In order to induce the Seller to enter into this Agreement and to complete the transaction contemplated hereby, Buyer warrants and represents to the Seller that:
Warranties and Representations of Buyer. Buyer hereby warrants and represents to Seller, which warranties and representations shall survive the Closing for a period of three (3) years following Closing as follows:
Warranties and Representations of Buyer. Buyer hereby warrants and represents to Seller that it is in existence and in good standing and that it has full power and legal authority to enter into this Agreement for the purchase of the Property. Buyer further warrants and represents that neither its execution of this Agreement nor the consummation of the transaction contemplated by this Agreement will result in a breach of, or violation of, any agreement or covenant to which Buyer is signatory or is otherwise bound.
Warranties and Representations of Buyer. Xxxxxx hereby represents and warrants to Seller as follows:
18.1 Prior to the expiration of the Feasibility Period, Buyer will be a corporation duly organized, validly existing and in good standing under the laws of the State of New York and have full power and authority to carry on its current business and to own, use and sell its assets and properties.
18.2 Prior to the expiration of the Feasibility Period, Buyer will have full power and authority and all necessary approvals to enter into this Agreement. Execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will have been duly authorized by Buyer's Board of Directors prior to expiration of the Feasibility Period. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any provision of any agreement, document, or instrument to which Buyer is a party or by which Buyer is bound, except as otherwise noted in this Agreement. Buyer has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby.
18.3 There is as of the date hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Buyer's knowledge, threatened against Buyer which might affect the Purchased Assets or the transfer thereof to Buyer, and there is no basis known to Buyer for any such litigation, proceeding, suit, action, controversy, or claim. At Closing, Buyer will have complied with all laws, regulations, and ordinances applicable to the transfer of Purchased Assets. There are at the date hereof and at Closing there will be no judgments or liens existing, whether or not filed, against Buyer which might affect the Purchased Assets, except as herein set forth.
18.4 Buyer is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations).
18.5 The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though they had been made on and as of the Closing Date, except to the extent that such representations and warranties shall be incorrect because of events or changes (not materially and adversely affecting the Purchased Assets) occurring or arising after the date hereof.
Warranties and Representations of Buyer. Buyer hereby warrants and represents as of the Effective Date and as of the Closing Date to, and covenants and agrees with, Seller as follows:
Warranties and Representations of Buyer. Buyer warrants and represents to the Elcom Group:
4.1. Buyer is a duly organized and a validly existing Virginia corporation in corporate and tax good standing in every jurisdiction where its business so requires. Buyer has obtained all necessary corporate approvals for the execution and performance of each of this Agreement and the Ancillary Documents and has full legal right and power so to do. Each of this Agreement and the Ancillary Documents has been duly executed and delivered by Buyer and is its valid and binding obligation, enforceable in accordance with its terms. The execution and performance of each of this Agreement and the Ancillary Documents does not and will not violate or constitute a default under any agreement, charter, bylaw, court order, judgement or injunction to which Buyer is a party or by which it is bound.
4.2. Each of this Agreement and the Ancillary Documents is the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.
4.3. Buyer has no written or oral agreement with any broker or finder requiring any payment in connection with this Agreement.
4.4. No governmental approval or other consent or corporate action is required to be obtained or made by the Buyer in connection with the execution and delivery of this Agreement or the Ancillary Documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby.
Warranties and Representations of Buyer. 5.1 Buyer hereby warrants and represents that Buyer is·an entity which is duly organized, validly existing and in good standing under the laws of the state of its organization. Buyer will, prior to Closing, be authorized to transact business in the state in which the Shopping Center is located. Buyer has full power and authority to enter into and perform this Agreement in accordance with its terms.
Warranties and Representations of Buyer. Buyer warrants and represents, and, where indicated, covenants and agrees, as follows:
5.1 Buyer hereby warrants and represents that Buyer is an entity which is duly organized, validly existing and in good standing under the laws of the state of its organization. Buyer is and will be authorized to transact business in the state in which the Real Property is located. Buyer has full power and authority to enter into and perform this Agreement in accordance with its terms.
