WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser hereby represents and warrants to SFC and Stella as of the date of this August Agreement and on the date of any subsequent purchase and sale of any Insurance Receivable as follows :
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser warrants and represents to Seller as follows:
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser warrants and represents that as of the Effective Date:
(a) Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in New Jersey as of the Effective Date and shall be on the Closing Date. The execution, delivery, and performance by Purchaser of the terms of this Agreement have been duly authorized by all necessary limited partnership action and do not conflict with the limited partnership agreement of Purchaser or any agreement to which Purchaser is bound or is a party or, except as otherwise provided in this Agreement, which requires the consent of any party.
(b) Purchaser has full power and authority to execute, deliver, and carry out its obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of Purchaser have been duly authorized to do so.
(c) This Agreement is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Purchaser generally and general equitable principles (whether asserted in an action at law or equity.)
(d) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened that may affect Purchaser’s ability to comply with its obligations hereunder.
(e) The execution, delivery, and performance of this Agreement by Purchaser in accordance with the terms of this Agreement will not violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is or may be bound.
(f) Purchaser has, or will have on the Closing Date, adequate funds available to complete the transactions contemplated by this Agreement.
(g) Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser’s creditors which has not been dismissed, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets, which has not been dismissed, (iv) suffered the attach...
WARRANTIES AND REPRESENTATIONS OF PURCHASER. The Purchaser warrants and represents to the Sellers as follows:
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Warranties and Representations. Purchaser hereby warrants and represents as follows:
WARRANTIES AND REPRESENTATIONS OF PURCHASER. The Purchaser warrants and represents to the Whitehall Sellers and the GMH Sellers as follows, which representations and warranties shall be deemed to be repeated by Purchaser, and shall be true and correct, as of the Closing Date and shall survive the Closing for a period of one (1) year:
(a) Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Delaware. The execution, delivery and performance by Purchaser of the terms of this Agreement has been duly authorized by all necessary parties and does not conflict with any agreement to which Purchaser is bound or is a party or require the consent of any party.
(b) This Agreement is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Purchaser generally and general equitable principles (whether asserted in an action at law or equity).
(c) Purchaser is familiar with the source of funds for the Purchase Price of the Property and represents that all such funds derived from legitimate business activities within the United States of America and/or from loans from a banking or financial institution chartered or organized within the United States of America.
(d) None of Purchaser, the Purchaser Parties, or any Affiliate of Purchaser is subject to sanctions of the United States government or in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations (“Laws”) relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or a Person (as hereinafter defined) similarly designated under any related enabling legislation or any other similar Executive Orders (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, ...
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser warrants and represents to Seller, effective as of the date hereof, that Purchaser has full right, power and authority to acquire the Stock, and to otherwise enter into this Agreement and consummate the transaction contemplated herein, and accepts the Stock and assumes all of the obligations of Seller with respect thereto and agrees to be bound by and comply with the bylaws of the Corporation.
WARRANTIES AND REPRESENTATIONS OF PURCHASER. 36 8.1 Incorporation and Qualification of Purchaser.....................36 8.2 Authority........................................................36 8.3
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows: 9.1 Organization Purchaser is a national banking association duly organized and validly existing under the laws of the United States and is authorized to conduct its business under those laws.
WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser warrants and represents to Sellers (which warranties and representations shall survive the Closing) as follows:
