WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER Sample Clauses
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 hereby warrants, represents, and/or covenants to Buyer that:
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. 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:
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER. As of the date hereof and as of the Closing Date, Seller represents and warrants as follows:
5.1.1. 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.
5.1.2. 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.
5.1.3. 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.
5.1.4. 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.
5.1.5. Seller warrants and represents that there are no existing leases, tenancies, options, purchase rights, or rights of persons in possession of the Property.
5.1.6. 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,
5.1.7. Seller shall continue to maintain the Property in its current condition, normal wear and tear excepted, and in compliance with all applicable laws and to pay all costs of the Property between the Agreement Date and Closing.
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 Effective 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 to Seller's knowledge as follows:
(a) Seller has the lawful right, power and authority to enter into and deliver this Agreement and the other Closing Documents required to be executed and delivered by Seller and to perform its obligations hereunder and thereunder.
(b) No lease, management, service and other contracts or agreements relating to the Property exist.
(c) Other than as set forth in the Environmental Reports, there is no portion of the Property upon which any hazardous substances or wastes have ever been, or are being, used, generated, stored, disposed of, released or found in amounts that could warrant a state or federally mandated clean-up or abatement activity (the term "hazardous substances or wastes" meaning any substance identified as such in any applicable federal, state or other statute, ordinance, rule, regulation or other governmental requirement that by its terms pertains to hazardous substances or wastes). Other than as set forth in the Environmental Reports, no underground storage tanks are located on the Property.
(d) There are no pending, threatened or contemplated condemnation, zoning, environmental or other land use regulation proceedings involving all or any portion of the Property.
(e) Neither the Property nor Seller has any obligation to pay any charge for public or quasi-public improvements serving the Property except Taxes.
(f) The Property is in compliance with all applicable laws.
(g) Seller has not intentionally misstated or misrepresented any material fact or intentionally failed to state facts in connection with this Agreement or in any other Closing Document, the inclusion of which would make any statement or representation misleading.
(h) During the term of this Agreement, Seller shall not market or enter into negotiations for the sale or lease of the Property or any portion thereof to third parties nor enter into any agreement to sell, lease or option the Property or any portion thereof to any third party.