Warranties and Representations of Seller. Seller hereby warrants and represents to Purchaser as follows:
Warranties and Representations of Seller. Seller warrants and represents to Buyer as follows:
(a) Seller owns, beneficially and of record, the Shares free and clear of any and all liens, pledges, restrictions, encumbrances, hypothecations or other claims of any kind or nature, including any claims relating to or arising from the rights of or duties to any present or former spouse, excepting only restrictions on transfer imposed by federal and state securities laws and regulations and excepting the restrictions contained in the Shareholder Agreements, each of which Seller shall obtain the necessary consents and waivers and which shall be terminated as they relate to Seller as of the Closing Date.
(b) Seller has full power and authority to execute and to deliver this Agreement and to perform his/her obligations hereunder. This Agreement constitutes the valid and binding agreement of Seller, enforceable against Seller 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).
(c) Seller has, and has been at all times since the Company’s inception, direct access to the operations and business of the Company and has integral knowledge of the Company’s business, operations and prospects. Seller has had a full and complete opportunity to ask questions and request information about the Company from the officers, directors and other employees of the Company, and acknowledges that any and all questions and requests which Seller has chosen to submit have been fully answered and fulfilled. Seller has determined that the present time and price is the most opportune time and price for Seller to sell the Shares, regardless of whether the value of the Shares appreciates in the near term or otherwise, and whether such appreciation is substantial or not. Seller acknowledges that, assuming continuing improvements in the financial performance of the Company, the value of the Shares is likely to increase substantially at some indeterminate time in the future, and possibly even in the near future. Nevertheless, Seller has determined to sell the Shares to Buyer at this time. Additionally, Seller acknowledges that the Purchase Price paid for the Shares was negotiated by Seller and Buyer at arms length and in good faith. However, Seller further agrees that the P...
Warranties and Representations of Seller. Seller makes the following warranties and representations, which shall be true and correct as of the date of this Agreement and as of the date of Closing:
(a) Seller is lawfully organized and existing in its state of organization and has full power and authority to convey the Real Estate to Purchaser.
(b) Seller has good, merchantable and insurable title to the Real Estate, which are free and clear of all mortgages, liens, security interests, charges, claims, restrictions or other encumbrances of every kind except as otherwise specifically provided in this Agreement or as will be discharged at or before the date of Closing. There will be no restriction on the transfer of the Real Estate at the time of Closing.
(c) There is no pending or threatened condemnation or similar proceeding affecting the Real Estate or any part thereof.
(d) There are no claims, actions, suits or other legal or administrative proceedings, including, without limitation, bankruptcy proceedings, pending or threatened, against or involving Seller or the Real Estate which could affect the consummation of the transactions contemplated hereby, and there are no facts which might result in any action, suit or similar proceeding. There are no judgments, orders or stipulations against Seller or the Real Estate.
(e) There are no leases or other contracts to which Seller is a party which affect the Real Estate, except those which shall be terminated by Seller prior to the Closing.
(f) Seller is not subject to any charter, bylaw, rule, agreement or restriction of any kind or character which would prevent the consummation of this Agreement and the transactions contemplated hereby. Seller has full power and authority to execute this Agreement and all documents necessary to accomplish the sale contemplated herein, fully perform hereunder and to consummate the transactions contemplated hereby without the consent or joinder of any other party.
(g) All bills for work done or materials furnished by or at the request of Seller to or for the improvement of the Real Estate will have been paid in full, or provision made for payment, such that no lien therefore, whether statutory or common law, may properly be filed or enforced against the Real Estate.
(h) At the time of Closing, no person or entity, other than Purchaser, will have any right of possession to any portion of the Real Estate.
(i) Seller has not received any notice and is not aware of any Hazardous Substance (as defined herein) contained on or i...
Warranties and Representations of Seller. Except as expressly set forth in this Agreement, Buyer acknowledges that neither Seller nor Agent nor any Owner has made any representations or warranties with respect to the Property or any Individual Property, including, without limitation, the value, quality or character of the same or the physical or environmental condition thereof. Buyer further acknowledges that, except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner nor any officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner has made, and none of the foregoing is liable or bound in any manner by any express or implied warranties, guaranties, promises, statements, inducements or representations pertaining to the physical or environmental condition or state of repair of the Property or any Individual Property or any part thereof, the state of title thereof, the income collectability or legality of rents, expenses and operation thereof, the uses which can be made of the same, or any other matter or thing with respect thereto. Without limiting the foregoing, Buyer acknowledges and agrees that except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner is liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations or any other information concerning the Property or any Individual Property furnished by Seller, Agent or any Owner or any past or present officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner. Buyer represents that it will have inspected, examined and made an independent investigation of the physical and environmental condition and value of the Property, that it will know the condition and the uses thereof and agrees that Buyer is, except as otherwise expressly provided herein, purchasing and willing to accept the conveyance of the Property on an "AS IS," "WHERE IS" basis. The provisions of this paragraph and the preceding paragraph shall survive the Closing and the delivery of the deeds or the earlier termination of this Agreement. To induce Buyer to enter into this Agreement and to purchase the Property, as of the date of this Agreement, and at the date of Closing:
(a) Seller represents and warrants to Buyer that (I) Seller has full power in accordance with law, and is duly authorized, to enter into this Agreement and to perform the covenants and transactions set fort...
Warranties and Representations of Seller. As of the date hereof and as of the Closing Date, Seller represents and warrants as follows:
Warranties and Representations of Seller. A. Seller has good and marketable title to all of the assets free and clear of any liens, debts, attachments, pledges and other claims other than as expressly stated herein.
B. Seller is paid current as of the Closing Date on all payments relating to the assets, if any.
C. Any and all taxes, including without limitation, state and local sales and inventory, federal, state, and local income taxes, license fees and other administrative costs affecting or having the potential to effect the assets have been paid current as of the Closing Date.
D. There has not been any default in any obligation to be performed under any contract to which Seller is a party related to or which might have an affect upon the assets.
E. There is no suit, action, arbitration, administrative or governmental proceeding or inquiry pending or, to the best of Seller's knowledge, threatened against or affecting Seller, relating to any of the assets.
F. Every consent, approval, authorization or order of any court or governmental agency that is required for the consummation by Buyer of the purchase transactions contemplated has been obtained and will be in effect on the date of the closing.
G. Seller has complied with and is not in violation of applicable federal, state, and local statutes, ordinances and regulation, including without limitation, any applicable environmental, health, building, zoning, or other law, ordinance, or regulation affecting any of the assets, the premises, or the operation of Seller's dental practice being conducted at the premises.
H. Seller has fully disclosed all facts and conditions that have or might reasonable have or might reasonably be expected to have an adverse impact on the assets.
Warranties and Representations of Seller. Seller hereby warrants and represents to Buyer, which warranties and representations shall survive the Closing as hereinafter set forth, as follows:
Warranties and Representations of Seller. Seller represents and warrants that, as of the Effective Date:
(i) Seller is a limited liability company and is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified and in good standing to do business as a foreign entity in the State of New Jersey. The execution, delivery and performance by Seller of the terms of this Agreement have been duly authorized by all necessary member action and do not conflict with the operating agreement of Seller or any agreement to which Seller is bound or is a party or require the consent of any party.
(ii) Seller 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 Seller have been duly authorized to do so.
(iii) This Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Seller generally and general equitable principles (whether asserted in an action at law or equity).
(iv) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened against Seller that may affect in a material adverse way the Property or Seller’s ability to comply with its obligations hereunder.
(v) The execution, delivery and performance of this Agreement by Seller 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 Seller is a party or by which it is or may be bound.
(vi) Seller is not a “foreign person” as defined in the IRC, nor is Seller (a) a person or entity described by Section 1 of Executive Order 13224 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism 66 Federal Register 49,079 September 24, 2001, or (b) knowingly engages in any dealings or transactions or is otherwise associated with any such persons or entities.
(vii) Schedule 2 includes a true, correct and complete list of all Leases and Occupancy Agreements relating to the Property, including all amendments, modifi...
Warranties and Representations of Seller. Seller represents and warrants to Buyer as follows:
17.1 Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Tennessee and has qualified to do business and is in good standing in each state where a hotel property is located, and has full power and authority to carry on its current business and to own, use and sell its assets and properties.
17.2 Seller has full power and authority and all necessary approvals to enter into this Agreement. 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 Seller is a party or by which Seller is bound, except as otherwise noted in this Agreement. Seller has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby.
17.3 There is as of the date hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Seller's knowledge, threatened against Seller which might materially, adversely affect the transfer of the Purchased Assets to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether or not filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forth.
17.4 Seller has received no written notices of any violations of any laws, ordinances, regulations, rules or orders issued by any federal, state, or local governmental authority adversely affecting the Premises, except as noted in this Agreement.
17.5 To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant is a party to any contracts, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation of this Agreement, except as reflected in the preliminary title report and Schedule C attached hereto.
17.6 There are as of the date hereof no taxes outstanding against the Purchased Assets, other than those for which...
Warranties and Representations of Seller. Seller hereby makes the following representations and warranties to Hightimes and Assignee, which representations and warranties are made for the express purchase of inducing Hightimes and Assignee to enter into this Agreement.
