Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.
Seller’s Warranties and Representations. Seller makes the following representations, and warranties and acknowledges that Buyer will rely on such representations and warranties in acquiring the Property; provided that liability for any breach is subject to Sections 8.1.2 and 23.13 hereof:
Seller’s Warranties and Representations. Seller hereby represents and warrants to Buyer as follows:
(a) Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken;
(b) This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller.
(c) No person or entity other than Seller has an ownership interest in the Hotels, nor is the consent of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtained.
(d) There are no outstanding agreements (written or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof.
(e) To Seller's knowledge, Seller has received no written notice of any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels.
(f) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereof.
(g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator.
(h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels
(i) To Seller's knowledge, Seller has received no written no...
Seller’s Warranties and Representations. Seller hereby makes the following representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer.
(a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound.
(b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as set forth in the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissions, or tenant improvement allowances; Seller has not received any written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the Property.
(c) Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1445 and any related regulations.
(d) Seller has not received any written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insu...
Seller’s Warranties and Representations. Seller warrants and represents that: (a) Seller has the full right, power, and authority to sell the Property to Purchaser as provided in this Contract and to carry out Seller's obligations hereunder; (b) Seller is a limited liability company duly organized and in good standing under the laws of its state of formation; (c) all requisite action necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations has been obtained; and (d) this Contract has been duly authorized, executed and delivered by Xxxxxx. The provisions of this Section shall survive the Closing.
Seller’s Warranties and Representations. (a) Seller hereby warrants and represents that to the actual knowledge of the seller, without any independent investigation (which warranties and representations shall be effective as of the date of Closing) the following: That
i) Seller has good, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property.
ii) there are no special assessments against or relating to the Property.
iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property.
iv) Seller has not entered into any outstanding agreements of sale, leases, options or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Price.
v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx.
vi) there are no encroachments upon the Property.
vii) there are no deed restrictions or covenants that affect or apply to the Property.
viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein.
ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer.
x) to the best of Seller’s knowledge, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous m...
Seller’s Warranties and Representations. Except to the extent provided in Exhibit to this Agreement, Seller warrants as follows:
Seller’s Warranties and Representations. Seller warrants that Seller has the right to sell the Property on the terms herein and that the Property information on the Listing Input Sheets attached to and incorporated into this Agreement is correct. Further, Seller represents that to the best of Seller's knowledge, there are no structures or boundary indicators that either encroach on adjacent property or on the Property. Seller authorizes Firm to provide the information in this Agreement and the attached pages to prospective buyers and to other cooperating members of MLS who do not represent the Seller and, in some instances, may represent the buyer. If Seller provides Firm with any photographs of the Property, Seller warrants that Seller has the necessary rights in the photographs to allow Firm to use them as contemplated by this Agreement. Xxxxxx agrees to indemnify and hold Firm and other members of MLS harmless in the event the foregoing warranties and representations are incorrect. *
Seller’s Warranties and Representations. To the best of Seller’s knowledge, without further investigation, Seller warrants, covenants and represents to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct as of the date of this Agreement :
(a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm lease.
(b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises.
(c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises.
(d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority.
(e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act.
(f) Seller represents and warrants that, to the best of Seller’s knowledge, there are no underground fuel storage containers or tanks located on or under the Premises, such warranty to survive settlement.
(g) Except as set forth in subparagraphs (a) through (f), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials inco...
Seller’s Warranties and Representations. Seller represents and warrants to Purchaser as of the date hereof that to the best if Seller's knowledge all of the statements set out below are accurate:
(a) There are no parties in possession of any portion of the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than Seller.
(b) Seller is not prohibited from consummating the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgment;
(c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws pending against Seller, or to Seller's knowledge threatened against Seller, or the Property;
(d) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Land and Seller has not received any written notice and has no actual knowledge that any such proceeding is contemplated;
(e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001;
(f) No bills are outstanding which create -- or, after the Closing, may create -- a mechanics lien against all or any portion of the Property;
(g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy of the Property by Seller pending or being prosecuted in any court or by or before any federal, state, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor, to the actual knowledge of Seller, is any such action, suit, proceeding or claim threatened or being asserted;
(h) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in this Contract or have been or will be delivered to Purchaser with the Submission Matters or at Closing;
(i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above);
(j) Seller has no knowledge that the Property or any part thereof is in...
