WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Seller warrants and represents as follows as of the date of this Agreement and as of the Closing and where indicated covenants and agrees as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Seller, in its capacity as owner of the Property, warrants and represents, and, where indicated, covenants and agrees, as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Seller represents, warrants and covenants to and with Buyer as follows:
(a) Seller is a limited liability company, duly organized and validly existing under the laws of the State of Georgia.
(b) Seller has the power and authority to own and operate the Property. Seller has all necessary power and authority to enter into this Agreement and to enter into and deliver the Closing Documents required to be executed by Seller pursuant to the terms hereof and to perform Seller's obligations hereunder and thereunder. Seller is not in default under its organizational documents and no consents, approvals, waivers, notifications, acknowledgments or permissions by any third party are required, or if required have been obtained, in order for Seller to execute and perform under this Agreement.
(c) The execution and delivery of this Agreement and the other Closing Documents required to be executed by Seller, and the performance of Seller's obligations under this Agreement and the other Closing Documents required to be executed by Seller, have been duly authorized by all requisite action, and this Agreement has been duly executed and delivered by Seller. This Agreement and the Closing Documents when executed and delivered by Seller constitute the valid and binding obligation of Seller, subject, however, to bankruptcy and similar laws affecting the rights and remedies of creditors generally.
(d) The execution and delivery of this Agreement and the other Closing Documents to be executed and delivered by Seller and the performance by Seller of Seller's duties and obligations under this Agreement and the other Closing Documents to be executed and delivered by Seller are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, any judicial order or judgment of any nature by which Seller is bound, or the organizational documents of Seller.
(e) Seller will pay, or cause to be paid promptly when due, all Taxes, all sewer and water charges and all other governmental charges levied or imposed upon or assessed against the Property that become due and payable between the Effective Date and the Closing Date, and will pay or cause to be paid all normal and customary expenses incurred in the use, occupancy and operation of the Property between the Effective Date and the Closing Date; provided, however, that Seller may, in good faith, contest any of such taxes, assessments and charges....
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Except as expressly set forth and disclosed in the Property Documents, Seller hereby warrants, represents, and/or covenants to Purchaser that:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. As of the date hereof and as of the Closing Date, Seller represents and warrants as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Seller covenants, represents and warrants to Purchaser that:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. Seller, in its capacity as owner of the Shopping Center, and Regency Centers, L.P., a Delaware limited partnership, ("Regency"), which is the sole manager and member of Seller, jointly and severally, warrant and represent, as of the Effective Date and, where indicated, covenant and agree, as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. As of the date hereof and as of the Closing Date, Seller represents and warrants as follows:
6.1.1 Seller is an agency of the State of Washington, duly organized, validly existing and in good standing under the laws of the State of Washington, has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations under this Agreement and the transactions contemplated hereby.
6.1.2 There is no pending, or to Seller’s knowledge, threatened claim, lawsuit, litigation, arbitration, investigation or other proceeding pertaining to the Property or any part thereof. There is no pending or, to the best of Seller’s knowledge, threatened condemnation or similar proceeding pertaining to the Property or any part thereof.
6.1.3 No governmental entity with jurisdiction or other person or entity has asserted, or to Seller’s knowledge, has threatened to assert that the Property or any part thereof is in violation of any applicable legal requirement. Seller has consents necessary to own and operate the Property for its current use.
6.1.4 Except for the Permitted Exceptions, there are no contracts, agreements or other arrangements under which Seller is obligated to sell, exchange, transfer, lease, rent or allow the use of the Property or any part thereof now or in the future, or under which any person or entity has the right to possess or occupy the Property or any part thereof now or in the future.
6.1.5 Seller warrants and represents that there are no existing leases, tenancies, options, purchase rights, or rights of persons in possession of the Property.
6.1.6 From and after the Agreement Date unless this Agreement is terminated in accordance with its terms, Seller shall not without the prior written consent of Buyer: (a) grant, create, amend or enter into any easement, right-of-way, encumbrance, restriction, covenant, lease, license, permit, option to purchase or other right or transaction which would affect the Property in any way prior to or after Closing; or (b) sell, dispose of or encumber any portion of the Property.
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. For the purpose of inducing Purchaser to purchase the Property, Seller warrants, represents and covenants to Purchaser as of the date hereof (except as expressly provided otherwise below) and as of the Date of Closing:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. As of the Commencement Date and again as of the Closing Date in the event this Agreement is not terminated in accordance with the terms hereof, Seller represents, warrants and covenants with Buyer as follows:
(a) Seller is a limited liability company, duly organized and validly existing under the laws of the State of Tennessee.
(b) Seller has the power and authority to own and operate the Property. Seller is not in default under its organizational documents and no consents, approvals, waivers, notifications, acknowledgments or permissions by any third party are required, or if required have been obtained, in order for Seller to execute and perform under this Agreement.
(c) This Agreement constitutes the valid and binding obligation of Seller pursuant to the terms hereof, subject, however, to bankruptcy and similar laws affecting the rights and remedies of creditors generally.
(d) The execution and delivery of this Agreement and the other Closing Documents to be executed and delivered by Seller and the performance by Seller of Seller’s duties and obligations under this Agreement and the other Closing Documents to be executed and delivered by Seller are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, any judicial order or judgment of any nature by which Seller is bound, or the organizational documents of Seller.
(e) Except for a mechanic’s lien and related claim filed by Redi-Floors (collectively, the “Redi-Floors Claim”), neither the Seller nor any of the Property is subject to demand, suit or lien proceeding or litigation of any kind, pending or outstanding, before any court or administrative, governmental or regulatory authority, agency or body, domestic or foreign, or to any order, judgment, injunction or decree of any court, tribunal or other governmental authority, or, to Seller’s knowledge, threatened in writing, that would have a materially adverse effect on the business or financial condition of Seller or any of the Property or in any way be binding upon Buyer or affect or limit Buyer’s full use and enjoyment of any of the Property or that would limit or restrict in any way the Seller’s right or ability to enter into this Agreement and consummate the assignments, transfers, conveyances and any other transaction contemplated hereby.
(f) Seller is not in violation or default with respect to any contract, indenture, deed of trust or loan to...
