Warranty by Seller Sample Clauses

Warranty by Seller. The Seller warrants that he is *the owner of / duly authorised(1) to sell the Property.
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Warranty by Seller. Seller warrants all item delivered hereunder to be free from defects in material of workmanship, to be of good and merchantable quality, to conform strictly to any specifications, drawings, or samples which may have been provided to or furnished by Purchaser to conform to all applicable requirements of the Occupational Safety and Health Act of 1970 and the regulations, standards and orders issued hereunder, and to fit the purposes for which the items are intended. Seller further warrants that it will have good title to the items free and clear of all liens and encumbrances and will transfer such title to Purchaser. This warranty shall survive any inspection, delivery, acceptance, or payment by Purchaser.
Sample 1
Warranty by Seller. Seller warrants all Items delivered hereunder (i) to be new unless otherwise specified, (ii) to be free from defects in design, material and workmanship, (iii) to be of good and merchantable quality, (iv) to conform to any specifications, drawings, or samples provided to or furnished by Buyer, (v) to be fit for the purposes for which the Items are intended if so disclosed, (vi) to be free and clear of all liens, security interests or other encumbrances, and (vii) to not infringe or misappropriate any third party’s patent or other intellectual property rights. All warranties of Seller in this section or in any other part of this Purchase Order or which are implied by law shall survive inspection, delivery, acceptance or payment by Buyer and shall be deemed to be made for the benefit of Buyer. Seller shall use its best efforts to ensure that any warranties available from its subcontractors or manufacturers are assigned or transferred to Buyer and shall upon request deliver to Buyer a copy of each written warranty provided by subcontractors, manufacturers, or other third parties. If a warranty from Seller’s subcontractor, manufacturer, or other third party cannot be assigned to Buyer, Seller shall bring and diligently pursue any valid warranty claim for the benefit of Buyer upon Xxxxx’s request.
Sample 1
Warranty by Seller. Seller warrants and represents to Buyer that: a. Sellers are the sole owner of the Business and no other person has any claim, right, title, or interest in the Business Assets, except for the debt listed in Schedule X. x. Xxxxxxx warrant that only 1,000 shares are issued and outstanding of PMI. All Sellers and all the PMI shares they own are listed in Schedule X. x. Xxxxxxx have no unpaid obligations affecting the Business Assets being sold except as indicated in Schedule "A" AND CURRENT FINANCIAL STATEMENT. x. Xxxxxxx have paid, or will pay, all taxes owned by the seller on account of the Business. e. To the best of Sellers' knowledge, there is no pending or threatened litigation or administrative proceeding involving the Business, except as indicated in Schedule X. x. XXXXXXX MUST HAVE DELIVERED "SCHEDULE A" AND A CURRENT FINANCIAL STATEMENT TO BUYER UPON SIGNING THIS AGREEMENT.
Sample 1
Warranty by Seller. 11.1.1. The following warranty for Products is in lieu of all conditions or warranties, express or implied, including, but not limited to, any implied conditions or warranties of merchantability or fitness for a particular purpose on the part of the Seller. 11.1.2. Seller warrants that, upon delivery and for a period of one (1) year following receipt of a Product by Buyer's customer, such Product will be free from defects in workmanship for work which was performed by Seller.
Sample 1
Warranty by Seller. Seller warrants all items delivered hereunder to be new unless otherwise specified, to be free from defects in design, material and workmanship, to be of good and merchantable quality, to conform strictly to any specifications, drawings, or samples which may have been provided to or furnished by Purchaser, and to be fit for the particular purposes for which the items are intended. Seller hereby further makes all such representations and warranties as Purchaser made under any contract between Purchaser and Owner to which the items relate, and agrees to be bound to Purchaser by all of the terms and provisions of such contract relating to the items. Xxxxxx further agrees to assume toward Purchaser all of the duties, obligations and responsibilities that Purchaser by such contract assumes toward Owner relating to the items. Seller further warrants that it will have good title to the items free and clear of all liens and encumbrances and such title shall transfer to Purchaser upon delivery of the items. All warranties of Seller which are set forth in this Section or in any other part of this order or which are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser, shall be freely transferable to and by the Purchaser and Owner, and shall be deemed to be made for the benefit of both Purchaser and Owner.
Sample 1
Warranty by Seller. Seller warrants and represents to Buyer that:
Sample 1
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Related to Warranty by Seller

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Representations and Warranties by the Purchaser The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreit. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreit, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. Pxxxxxxxx has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreit. (f) Purchaser has been advised that the Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and knowledge of financial and business matters is correct, current, and complete. (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

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