Xxxxx’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Xxxxx makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing:
(i) Xxxxx has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.
(ii) All requisite action has been taken by Xxxxx in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby.
(iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.
(iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound.
Xxxxx’s Representations and Warranties. Buyer represents and warrants to Seller that as of the date of this Agreement and as of the Close of Escrow:
15.1 Buyer is a California limited liability company, duly organized, validly existing and in good standing under the laws of the State of California. Xxxxx has the right, power and authority to enter into this Agreement and to perform its obligations hereunder and the person executing this Agreement on behalf of Xxxxx has the right, power and authority to do so.
15.2 This Agreement and all agreements, instruments, and documents herein provided to be executed or to be caused to be executed by Xxxxx are and on the Closing Date will constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms. This Agreement does not violate any provision of any material agreement or document to which Buyer is a party or to which Buyer is bound.
15.3 Buyer hereby represents, warrants and certifies to Seller that as of the date of this Agreement and as of the Close of Escrow, Buyer will have the financial ability to perform its obligations under this Agreement.
15.4 Buyer acknowledges and agrees that, except as expressly provided in this Agreement, it is purchasing the Property based solely upon Buyer’s inspection and investigation of the Property and all documents related thereto or, its opportunity to do so, and Buyer is purchasing the Property in an “AS IS, WHERE IS” condition without relying upon any representations or warranties, express, implied or statutory of any kind. All representations and warranties of Buyer in this Agreement are made as of the date of this Agreement and as of the Close of Escrow and shall survive the Close of Escrow and the recordation of the Grant Deed for one year. It shall be a material default if Buyer is unable to make such representations and warranties truthfully as of the Close of Escrow. As used in this Agreement, “to Seller’s knowledge” and other phases shall mean and refer to the actual knowledge of the City Manager of Seller and Seller staff, without duty of inquiry or investigation.
Xxxxx’s Representations and Warranties. Buyer represents and warrants to Seller that:
Xxxxx’s Representations and Warranties. The Buyer represents and warrants to the Company that:
Xxxxx’s Representations and Warranties. To induce Seller to enter into this order, Buyer represents, warrants and covenants as follows:
(a) if Buyer is a corporation, then it is duly organized, existing and in good standing under the laws of the state of its incorporation and it has full power and authority to enter into this order; and the execution, delivery and performance of this order have been duly authorized; (b) if Buyer is a limited liability comapny, then it is duly organized and existing under the laws of its state of organization/formation and it has the full power and authority to enter into this order; and the execution and delivery of this order on behalf of Buyer by the person whose signature appears on this order, and the performance of this order, have been duly authorized; (c) if Buyer is a partnership, then it has full power and authority to enter into this order and the exectuion, delivery and performance of this order have been duly authorized by all of the partners of the partnership; (d) if Buyer is an individual, then he or she has full power and authority to enter into this order; (e) this order has been duly entered into and delivered and constitutes a legal, valid and binding obligation of Buyer enforceable in accordance with its terms; and (f) all financial statements, certificates or other information submitted to Seller concerning Buyer's financial condition, are in all respects accurate, true and complete.
Xxxxx’s Representations and Warranties. XXXXX represents and warrants to Sellers that the statements contained in this Article 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then):
Xxxxx’s Representations and Warranties. To induce the Seller to enter into this Agreement, the Buyer represents and warrants that the following matters are now, and on the Closing Date will be, true and correct:
Xxxxx’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:
Xxxxx’s Representations and Warranties. As of the Binding Agreement Date and the Closing Date, Buyer represents and warrants to Seller that Buyer has the right, power, and authority to enter into this Agreement and to consummate the transaction contemplated by the terms and conditions of this Agreement. The persons executing this Agreement on behalf of Buyer have been duly and validly authorized by Bxxxx to execute and deliver this Agreement and shall have the right, power, and authority to enter into this Agreement and bind Buyer. Upon Sxxxxx’s request, Buyer shall furnish such documentation evidencing sxxxxx’x authority to bind Bxxxx.
Xxxxx’s Representations and Warranties. Buyer hereby covenants, represents, and warrants to Seller, and acknowledges that Seller is relying upon such covenants, representations, and warranties, that as of the Signing Date and the Closing Date:
