Representations, Warranties and Covenants of Seller. Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Xxxxxxxxxxx X. Xxxxxx or Xxxx Xxxxxxxxx:
(a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.
(b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.
(c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without ...
Representations, Warranties and Covenants of Seller. To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:
Representations, Warranties and Covenants of Seller. Seller does hereby covenant, warrant and represent to Buyer as follows:
A. Seller has and will convey good, marketable, and insurable title to the Property free and clear of all liens, encumbrances, claims and charges; subject only to general real estate taxes and installments for special assessments, if any, not yet levied and certified for collection and except for all building and zoning laws, ordinances or statutes, protective covenants and restrictions of record, reservation of minerals of record and utility easements or other easements for right-of-way of record, utility easements or other easements for right-of-way of record, and existing tenant leases, and except for such other matters as are approved or waived by Buyer in writing.
B. There is no litigation pending, or to the best of Seller’s knowledge, investigation, condemnation or proceeding of any kind threatened against the Seller which may have a material adverse effect upon the Property.
C. To the best of Seller’s knowledge, Seller represents that there are no underground tanks, xxxxx, or other underground structures or debris of any nature on the Property.
D. The improvements and personal property located on or used for the Property (including, but not limited to, the utilities, mechanical systems, roof, foundation and walls) are in good working order and in reasonable condition for the age of the improvements as of the effective date of this Agreement. Seller shall have the ongoing obligation up through the closing to inform Buyer of any defect in the improvements that occur between the effective date of this Agreement and the closing date.
E. To Seller’s knowledge, Seller has disclosed to Buyer all information relating to the Property that could reasonably be expected to have a material adverse effect on the Property.
F. In the event Seller subsequently becomes aware of a fact that any of the representations and warranties made herein are no longer true and accurate, then the Seller shall promptly disclose the same to Buyer. Each of the warranties and representations contained in this Section or in other Sections of this Agreement shall be deemed to be made as of the date of this Agreement and again as of the date of closing and shall survive the closing.
G. To the best of Sellers’ knowledge, there are no violations of any city, county, state, federal, land use, fire, health, safety, environmental, hazardous materials or other laws, rules, regulations, ordinances or orders with respect to...
Representations, Warranties and Covenants of Seller. On and as of the Closing Date, Seller shall have duly and timely performed each and every material agreement to be performed by Seller hereunder and Seller’s representations and warranties set forth in this Agreement shall be true and correct in all material respects.
Representations, Warranties and Covenants of Seller. 2.1 As an inducement for Purchaser to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows:
2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by limitations on the availability of equitable remedies).
2.1.2 On the Issue Date, Seller will deliver the Securities free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities shall be duly authorized, validly issued, fully paid, and non-assessable.
Representations, Warranties and Covenants of Seller. The Seller makes the following representations, warranties and covenants on which the Trust is deemed to have relied in acquiring the Trust Property. The representations, warranties and covenants speak as of the Closing Date, and shall survive the sale of the Trust Property to the Trust and the pledge thereof by the Trust to the Indenture Trustee pursuant to the Indenture:
Representations, Warranties and Covenants of Seller. Seller hereby represents, warrants, and covenants to Buyer that as of the date of this Agreement:
Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date as follows:
Representations, Warranties and Covenants of Seller. The representations and warranties of the Seller contained herein and any other documents delivered by the Seller in connection with this Agreement shall be true and correct in all material respects at the Closing; and the Seller shall have performed all obligations and complied with all agreements, undertakings, covenants and conditions required by this Agreement to be performed or complied with by it or prior to the Closing.
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor shall have failed to perform in accordance with any covenant contained in this Agreement.
