Warranties and Representations Pertaining to Real Estate and Legal Matters Sample Clauses

Warranties and Representations Pertaining to Real Estate and Legal Matters. (i) The information contained in the recitals is true and correct. (ii) Except as disclosed to the Buyer in writing, there is no litigation, claim, or arbitration, pending or threatened, with regard to the Property or its operation. (iii) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of the Seller’s knowledge, threatened against the Seller, nor are any such proceedings contemplated by the Seller. (iv) To the best of the Seller’s knowledge after due inquiry, the construction, occupancy, and operation of the Property materially conform to and comply with all applicable city, county, state, and federal law, statutes, ordinances, and regulations. (v) To the best of the Seller’s knowledge after due inquiry, there are no material structural defects in any building or structure, nor are there any major repairs required to operate the building or structures in a lawful, safe, and efficient manner. (vi) The Seller is the legal and beneficial fee simple titleholder of the Property and has good, marketable, and insurable title to the Property, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the preliminary title report. There shall be no change in the ownership, operation, or control of the Seller from the date of this Agreement until the Closing Date. (vii) The electrical, plumbing, heating, and air conditioning systems, if any, and any other utility systems will be in substantially the same condition at closing as when the Buyer conducted its inspection. (viii) The improvements and personal property listed in the inventory is all located at the Property and is all of the personal property used in the operation of the Property, other than personal property owned by tenants. (ix) The Seller has not entered into any other contracts for the sale of the Property, nor do there exist any rights of first refusal or options to purchase the Property. (x) The Seller has not received any notices from any insurance company of any defects or inadequacies in the Property. (xi) Any licenses and permits obtained by the Seller have been fully paid for and are not subject to any liens, encumbrances, or claims of any kind. (xii) The Seller has not sold, transferred, conveyed, or entered into any agreement regarding “air rights” or other d...
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Warranties and Representations Pertaining to Real Estate and Legal Matters. (i) To the best of Seller’s knowledge and belief, there are no pending, threatened or contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, affecting the Property or in which Seller is, or will be, a party by reason of Seller’s ownership of the Property. (ii) There are no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or threatened against Seller or any general partners of Seller, nor are any of such proceedings contemplated by Seller or any general partner of Seller. (iii) There is not any plan, study or effort of the Authorities which in any way would materially affect the use of the Property for its intended uses or any intended public improvements which will result in any charge being levied against, or any lien assessed upon, the Property. There is not any existing, proposed or contemplated plan to widen, modify or realign any street or highway contiguous to the Property. (iv) There are no violations of Governmental Regulations relating to the Property. The conveyance of the Property to Buyer will not violate any Governmental Regulations and will include all rights necessary to permit continued compliance by the Property with all Governmental Regulations. (v) All licenses, approvals, permits and certificates from the Authorities or private parties necessary for the construction, development, alteration or rehabilitation of the Improvements, and for the use and operation of the Property as it is currently being used and operated, were obtained prior to such construction, development, alteration, rehabilitation, use and operation, and are currently possessed by Seller, and the Property has been constructed, completed and modified in accordance with (A) all such approvals, licenses, permits and certificates, (B) all Governmental Regulations, and (C) all covenants, conditions, restrictions, easements and agreements of any kind or nature affecting the Property. Any conditions to any licenses, approvals, permits and certificates for the construction, development, alteration or rehabilitation of the Improvements have been satisfied. (vi) Other than the amounts disclosed by the tax bills delivered to Buyer by Seller, no other real property taxes have been or will be assessed against the Property for the current tax year. There are not any special assessments or charges which have been levied against the Property or which wil...
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Warranties and Representations Pertaining to Real Estate and Legal Matters. 13.2.1 The information contained in the recitals is true and correct in every material respect as of the date of this Agreement. 13.2.2 Except as disclosed to Buyer in writing, Seller knows of no litigation, claim, or arbitration, pending or threatened, with regard to the Land or its operation. 13.2.3 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of Seller's knowledge, threatened against Seller, nor are any such proceedings contemplated by Seller. 13.2.4 To the best of Seller's knowledge after due inquiry, the construction, occupancy, and operation of the Land materially conform to and comply with all applicable city, county, state, and federal law, statutes, ordinances, and regulations, subject to a pending land division. Seller has obtained all zoning and land use approvals and will diligently pursue obtaining permits required for development of the single-family development known as Phase I of the Altamont PUD and for the development of the Project on the Land (other than design approvals, grading permits and building permits relating to the Project) and such zoning and land use approvals are final and non- appealable. 13.2.5 Seller has not entered into any other contracts for the sale of the Land, nor do there exist any rights of first refusal or options to purchase the Land. 13.2.6 Seller has not received any notices from any insurance company or from any consultant engaged by Seller of any defects or inadequacies in the Land. 13.2.7 To the best of Seller's knowledge, the Land is materially in compliance with applicable state and federal environmental standards and requirements affecting it. 13.2.8 Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Land. To the best of Seller's knowledge, no part of the Land constitutes wetlands subject to the jurisdiction of the United States Army Corp. of Engineers. 13.2.9 Seller has not transferred hazardous waste from the Land to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. To the best of Seller's knowledge, no other person has transferred hazardous waste from the Land to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. 13.2.10 There are ...
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Warranties and Representations Pertaining to Real Estate and Legal Matters i. The information contained in the recitals is true and correct. ii. Except as disclosed to the Buyer in writing, there is no litigation, claim, or arbitration, pending or, to Seller’s knowledge, threatened with regard to the Property or its operation. iii. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to Seller’s knowledge, threatened against the Seller, nor are any such proceedings contemplated by the Seller. iv. To Seller’s knowledge, the construction of the Property and the occupancy and operation of the Property materially conform to and comply with all applicable city, county, state, and federal law, statutes, ordinances, and regulations. v. To Seller’s knowledge, there are no material structural defects in the improvements on the Property. vi. The Seller has not entered into any other contracts for the sale of the Property, nor do there exist any rights of first refusal or options to purchase the Property. vii. The Seller has not received any notices from any insurance company of any defects or inadequacies in the Property in the past five (5) years. viii. Any licenses and permits obtained by the Seller with respect to the Property have been fully paid for. ix. The Seller has not sold, transferred, conveyed, or entered into any agreement regarding “air rights” or other development rights or restrictions relating to the Property. x. The Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property in the past five (5) years. xi. The Seller has not transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. xii. There are no proceedings, governmental administrative actions, or judicial proceedings pending under any federal, state, or local laws regulating the discharge of hazardous or toxic materials or substances into the environment with respect to the Property. xiii. Except as disclosed in the Phase I Environmental Assessment prepared by Surveys Inc. dated March 17, 2005, a copy of which has been provided to the Buyer, to Seller’s knowledge, the Seller has not, during its ownership of the Property, stored, produced, or disposed of any hazardous substance, including asbestos, on the Property.
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Warranties and Representations Pertaining to Real Estate and Legal Matters 
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Related to Warranties and Representations Pertaining to Real Estate and Legal Matters

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

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