Warranties, Representations and Covenants of Purchaser. As of the Effective Date and as of Closing, Purchaser hereby warrants and represents to Seller, and where indicated covenants, as follows:
Warranties, Representations and Covenants of Purchaser. The Purchaser makes the following warranties, representations and covenants, all of which shall survive the closing of this Agreement:
a. Purchaser is duly created, validly existing and in good standing pursuant to the law of the jurisdiction of its organization and is duly qualified to do business and is in good standing in the jurisdictions in which the Property is located.
b. Purchaser is authorized and empowered to enter into this Agreement and perform all of its obligations under this Agreement.
c. Upon the signing and delivery of this Agreement, this Agreement will be legally binding upon Purchaser and enforceable against Purchaser in accordance with all of its provisions.
d. The person signing this Agreement on behalf of Purchaser has been duly authorized to sign and deliver this Agreement on behalf of Purchaser.
e. Purchaser has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Agreement.
f. The execution and delivery of this Agreement, and the performance of Purchaser's obligations under this Agreement, will not violate or breach, or conflict with, the terms, covenants or provisions of any agreement, contract, note, mortgage, indenture or other document of any kind whatsoever to which Purchaser is a party.
g. Upon the closing, except as may be otherwise provided herein, Purchaser shall take
h. Except as may be otherwise provided herein, Seller has not made and does not make and has specifically disclaimed any other representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, with respect to the value, nature, quality, quantity or condition of the Property.
i. Purchaser acknowledges that this Agreement is not contingent upon Purchaser obtaining financing or a loan commitment.
j. Purchaser represents that it does not rely on the representations and covenants of Seller regarding the structural integrity, condition, or compliance with fire, building, or other municipal, county, or state regulations of the existing structure on the Property, excepting any representations and covenants of Seller concerning environmental contamination, as the Purchaser intends to demolish and remove the existing structure from the Property in the event the Parties successfully Close the transaction contemplated by this Agreement. The representations and cove...
Warranties, Representations and Covenants of Purchaser. As of the Effective Date and as of Closing, Purchaser hereby warrants and represents to Seller, and where indicated covenants, as follows:
(a) Organization; Authority. Purchaser is an entity that is validly existing and in good standing under the laws of the State of Texas. Purchaser has full right, power and authority to enter into and perform this Agreement in accordance with its terms, and the persons executing this Agreement on behalf of Purchaser have been duly authorized to do so. As of the Effective Date, Purchaser is an entity controlled by KDC Holdings, LLC and no other person or entity controls Purchaser (as defined in Section 29) as of the Effective Date. As of the Closing Date, subject to Section 29 below, Purchaser will be controlled by KDC Holdings, LLC and/or Xxxxx Global.
Warranties, Representations and Covenants of Purchaser. Purchaser hereby represents, warrants and covenants to Seller that Purchaser has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby pursuant to the terms and conditions hereof. Purchaser’s covenant set forth in this Paragraph 7 shall survive the Conveyance.
Warranties, Representations and Covenants of Purchaser. Purchaser represents and warrants to Seller that the following are true and correct to the best of its knowledge without independent investigation on the date hereof, which representations and warranties where the context so indicates, shall also be true on the date of each closing of title hereunder.
A. Purchaser is a limited liability company duly organized and validly existing under the laws of the State of New Jersey and has full power and authority and has taken all action required by law to execute, deliver, and perform this Agreement and the transactions contemplated hereby and thereby and had taken all action required by law, its Certificate of Formation, Operating Agreement or otherwise to authorize the execution and delivery of the Agreement and the transactions contemplated hereby.
B. Neither the authorization, execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will conflict with or result in the breach of any terms or provisions of Purchaser’s Certificate of Formation and Operating Agreement or any applicable statutes, laws, rules or regulations of any governmental body having jurisdiction in the premises.
Warranties, Representations and Covenants of Purchaser. Purchaser represents, warrants and covenants to and with Seller, knowing that Seller is relying on each representation, warranty and covenant, that:
A. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia;
B. There are no actions, suits or proceedings pending or threatened against, by or affecting Purchaser which question the validity or enforceability of this Agreement or of any action taken by Purchaser under this Agreement, in any court or before any governmental authority, domestic or foreign;
C. The execution of and entry into this Agreement and the performance by Purchaser of Purchaser’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the purchase and sale of the Property as contemplated by and provided for in this Agreement, are consistent with and not in violation of any contract, agreement or other instrument to which Purchaser is a party, or any judicial order or judgment of any nature by which Purchaser, or any officer of Purchaser, is bound; and this Agreement, and the covenants and agreements of Purchaser under this Agreement, are the valid and binding obligations of Purchaser, enforceable in accordance with their terms; and
D. Purchaser will deliver on the Closing Date all documents and instruments required by this Agreement for the consummation of the purchase and sale of the Property.
Warranties, Representations and Covenants of Purchaser. To induce Seller to enter into this Agreement and to sell the Property to Purchaser, Purchaser represents and warrants to Seller that Purchaser has been duly authorized to enter into this Agreement on the terms and conditions of this Agreement and that this Agreement is fully binding and enforceable against Purchaser.
