WARRANTIES AND REPRESENTATIONS OF SELLERS. Sellers, jointly and severally, warrant and represent to Buyer as follows,
(a) Sellers each have full, complete and absolute title to the following number of capital stock of Argus: NAME NUMBER OF SHARES Xxxxxx X. Xxxxxx 500 Xxxxx X. Xxxxxx 500
(b) The title of each of Sellers to said shares is free and clear of any lien, charge or encumbrance, and said shares, aggregating to 1,000 shares, constitute all of the outstanding capital stock of Argus and, by sale of said shares of stock hereunder, Buyer will receive good and absolute title thereto free of any liens, charges or encumbrances.
(c) Argus is a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, and is in good standing with the Illinois Secretary of State.
(d) The one thousand (1000) shares of capital stock of Argus have been duly issued and are outstanding and are all of the outstanding shares of Argus and said shares are valid, fully paid and non-assessable, and no assessment is outstanding against the same or any part thereof
(e) If requested by Buyer, prior to the closing of this transaction, Sellers will deliver to Buyer an opinion of Hamblet, Casey, Oremus & Vacin, Sellers' counsel, addressed to Buyer, stating:
(i) that the 1,000 shares of the capital stock of Argus now issued and outstanding have been lawfully issued under the laws of the State of Illinois and are valid;
(ii) that all stock transfer restrictions affecting the transfer of said shares of capital stock to Buyer hereunder have been complied with or effectively waived
(iii) of the issued and outstanding shares of Argus free and clear of all liens, charges or that upon the closing hereunder, Buyer will have full and absolute title to all encumbrances; and,
(iv) that Sellers have full power and authority to execute this agreement and perform and implement the terms hereof.
(v) such other terms and provisions as Buyer or its counsel may reasonably require.
(f) The present Directors and Officers of Argus are the following, Directors, Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Officers, Xxxxxx X. Xxxxxx Chairman, Secretary Xxxx X. Xxxxxx President, Treasurer Xxxxx X. Xxxxxx Vice President Xxxxx X. Xxxxxx Vice President Xxxxxx X. Xxxxxx Assistant Secretary Xxxxxxx X. Xxxxxxx Assistant Secretary, Registered Agent The written resignations of said Officers and Directors shall be tendered to Buyer concurrently with the delivery of the certificates representing the capital stock sold hereunder.
(g) Attached...
WARRANTIES AND REPRESENTATIONS OF SELLERS. Each Seller represents and warrants to Purchaser as follows:
(a) Each Seller has, or will have at Closing, complete and unrestricted power and authority and the unqualified right to sell, transfer, assign and deliver to Purchaser valid and marketable title to the number of shares of Common Stock set forth opposite each Seller's name on Schedule 1A hereto, free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements relating to, any of the Shares of each such Seller.
(b) Each of this Agreement and the Shareholders Agreement constitutes a valid and binding agreement of each Seller, enforceable against each in accordance with its terms. With respect to the Shareholders Agreement, each of Sellers covenant and agree with Purchaser that Sellers will use their best efforts to cause the Corporation and its members of the Board of Directors to act in a manner consistent with the provisions of the Shareholders Agreement. Neither the execution of this Agreement and the Shareholders Agreement, nor the consummation by Sellers of the transactions described herein and therein, will, (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company, (ii) assuming compliance with the matters referred to in Section 5(h), contravene, conflict with, or result in a violation or breach of any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, or (iii) constitute a violation of, or conflict with, or cause a default or acceleration of any rights or obligations under, any contract, commitment, agreement, understanding, arrangement, restriction, license, permit or authorization of any kind whatsoever, to which such Seller or Company or its subsidiaries is a party or by which any of their respective assets is bound.
(c) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power and authority to carry on its business as it is now being conducted and is duly qualified to conduct business in each jurisdiction in which it conducts business, except where the failure to be so qualified would not have a material adverse effect on Company and its subsidiaries, take...
WARRANTIES AND REPRESENTATIONS OF SELLERS. Sellers, warrants and represents to the Purchaser the following:
(a) Sellers hereby represents and warrants to the Purchaser that the Stock is duly and validly issued, fully paid and non-assessable, and is free and clear of all voting trusts, agreements, arrangements, liens and all other encumbrances, claims, equities and liabilities of every nature, and Seller, having duly taken all action required to transfer the Stock to the Purchaser, have the unqualified right to sell, assign and transfer the Stock to the Purchaser and to deliver clear arid unencumbered title thereto and upon delivery of the Stock as herein provided, clear and unencumbered title thereto shall be conveyed to the Purchaser;
(b) Seller has full right power and authority to enter into this Agreement on their behalf and perform the duties to be performed by Seller herein including but not limited to the granting of direction of the payment of the Purchase Price by Purchaser;
(c) To the extent that any of the parties whose Stock is being sold hereunder is a corporation, such party has taken all required corporate action to affirm and ratify the terms and conditions of this Agreement arid this Agreement is the valid and binding corporate obligation of such party enforceable according to its terms.
WARRANTIES AND REPRESENTATIONS OF SELLERS. In order to induce AMC to enter into this Agreement and to complete the transaction contemplated hereby, each Seller, jointly and severally, warrants and represents to AMC that:
WARRANTIES AND REPRESENTATIONS OF SELLERS. In order to induce Appian to enter into the Agreement and to complete the transaction contemplated hereby, Sellers warrant and represent to Appian that:
WARRANTIES AND REPRESENTATIONS OF SELLERS. . . . 25 4.1 Incorporation and Qualification of Sellers and Others. . . . .
WARRANTIES AND REPRESENTATIONS OF SELLERS. Sellers warrant, represent and affirm to Purchaser the truth and accuracy of the following, both as of the date of execution of this Agreement and, if later, as of the Closing Date (provided, however, that all warranties, representations and affirmations of MJJ under this Article III shall be deemed to have been made based upon her Best Knowledge, notwithstanding the absence of any specific reference to Best Knowledge in any Section of this Article):
WARRANTIES AND REPRESENTATIONS OF SELLERS. In addition to any other representation or warranty contained in this Agreement, Sellers hereby represent and warrant, to the best of their knowledge, as follows:
a. The Sellers or any agent or representative of Sellers have not received any written notice or notices, from any municipal, county, state or any other governmental agency or body, of any zoning, fire, health, environmental or building violation, or violation of any laws, ordinances, statutes or regulations relating to pollution or environmental standards, which have not heretofore been corrected; and
b. The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby, will not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance against, the Premises, under any agreement or other instrument to which Sellers are a party or by which Sellers or the Premises might be bound; and
c. The Sellers or any agent, employee or representative of Sellers has not received any written notice, of any change contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent landowners, which would prevent, limit or in any manner interfere with the City’s proposed use of the Premises; and
d. Through and until the Closing Date, Sellers shall not enter into any easement, new lease or other contract pertaining to the Premises, unless otherwise approved herein or in writing by the City; and
e. To the best of Seller’s knowledge, there are no hazardous wastes, hazardous substances, or hazardous materials located in, on or about or generated from the Premises which may require remediation, or which may result in penalties under any applicable law; and
x. Xxxxxxx are not a "Foreign Person" as that term is defined in the Foreign Investment in Property Tax Act. Notwithstanding anything to the contrary contained herein, no such representation and/or warranty is made in relation to any notice received from or delivered by the City, as the same pertain to the underlying substance of those warranties and representations made in subsections 15 a. or 15 c. above.
WARRANTIES AND REPRESENTATIONS OF SELLERS. The Company and each Seller represent and warrant to INBI that the following statements are true and correct on the date hereof and will be true and correct on the Closing Date as though made on such date:
WARRANTIES AND REPRESENTATIONS OF SELLERS. Sellers warrant, represent and affirm to CTC the truth and accuracy of the following, both as of the date of execution of this Agreement and as of the Closing Date:
