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 forth in this Agreement; (ii) Agent is duly authorized to enter into this Agreement and to make the representations and warranties herein on Seller's behalf and to bind Seller to perform the covenants and transactions set forth in this Agreement; and (iii) neither the execution of this Agreement by Seller, nor the performance of its terms, nor Closing hereunder shall constitute a violation or breach by Seller under any agreement by which it or the Property is bound or shall result in the violation by Seller of any judgment, order, decree or ruling of any court or governmental or administrative body having jurisdiction over the Seller, its business or the Property or shall result in a violation of any applicable law, rule, order or regulation of any governmental authority. Agent represents and warrants to Buyer that Agent is duly authorized to enter into this Agreement and to make the representations and warranties herein on Seller's behalf and to bind Seller to perform the covenants and transactions set forth in this Agreement.
Appears in 5 contracts
Samples: Agreement of Sale (Krupp Realty LTD Partnership Vii), Agreement of Sale (Krupp Cash Plus Ii LTD Partnership), Agreement of Sale (Krupp Institutional Mortgage Fund LTD Partnership)
Warranties and Representations of Seller. Except as expressly set forth in this AgreementSeller hereby warrants and represents to Buyer, Buyer acknowledges that neither Seller nor Agent nor any Owner has made any which warranties and 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 for one year, as follows: CORPORATE MATTERS; NO CONFLICT. Seller is a corporation duly incorporated, validly existing and in good standing under the delivery Laws of the deeds or State of Texas and has the earlier termination of this Agreementauthority and power, corporate and otherwise, to carry on the Business in the places and in the manner presently conducted. To induce Buyer Seller has the corporate power and authority to enter into this Agreement and the agreements and documents to purchase be executed and delivered pursuant to this Agreement (the Property"Ancillary Agreements") by Seller and to consummate the transactions contemplated hereby. The execution, as delivery and performance of this Agreement and the Ancillary Agreements to be executed by Seller and the consummation of the date transactions contemplated hereby have been approved by all necessary corporate action, other than the Seller's shareholders. This Agreement and the Ancillary Agreements to be executed by Seller constitute, or, in the case of this Agreementsuch Ancillary Agreements, upon their execution and at the date delivery by Seller, will constitute, valid and legally binding obligations of Closing:
(a) Seller represents and warrants to Buyer that (I) Seller has full power Seller, enforceable against it in accordance with lawtheir respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors and general principles of equity. To Seller's knowledge, there are no material adverse environmental liabilities associated with the Seller's Business or the Subject Assets. Except as set forth in Schedule 3, the execution, delivery and is duly authorized, to enter into performance of this Agreement and such Ancillary Agreements to perform the covenants and transactions set forth in this Agreement; (ii) Agent is duly authorized to enter into this Agreement and to make the representations and warranties herein on Seller's behalf and to bind Seller to perform the covenants and transactions set forth in this Agreement; and (iii) neither the execution of this Agreement by Seller, nor the performance of its terms, nor Closing hereunder shall constitute a violation or breach be executed by Seller under any agreement and the consummation of the transactions contemplated hereby by which it such party: (i) does not and will not violate, conflict with, or the Property is bound or shall result in the violation breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any domestic or foreign Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by Seller of any Governmental Authority, each as amended through the date hereof (collectively, "Laws") which is applicable to such party, the Business and/or the Subject Assets, (B) any judgment, order, decree writ, injunction, decree, directive or ruling award of any court arbitrator or governmental Governmental Authority (collectively, an "Order") which is applicable to such party, the Business and/or the Subject Assets, (C) the charter documents of Seller or administrative body having jurisdiction over the any securities issued by Seller, its business or (D) any authorization, approval, consent, qualification, permit or license (collectively, an "Authorization") of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which such party is a party, by which Seller may have rights or by which any of the Property Subject Assets may be bound or shall affected; or (ii) result in a violation the creation or imposition of any applicable lawEncumbrance except Permitted Encumbrances, ruleon the Subject Assets. No Authorization or other action of, order or regulation registration, declaration, recording or filing with, any Governmental Authority or other person (other than the approval of any governmental authority. Agent represents the Board of Directors and warrants to Buyer that Agent shareholders of Seller) is duly authorized to enter into required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreements to be executed and to make delivered pursuant hereto by Seller and/or the representations and warranties herein on Seller's behalf and to bind consummation by Seller to perform of the covenants and transactions set forth in this Agreementcontemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (ERF Wireless, Inc.), Asset Purchase Agreement (ERF Wireless, Inc.)