SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Seller makes the following representations, covenants and warranties and acknowledges that Buyer will rely on such representations, covenants, and warranties in acquiring the Property, each of which shall survive the Closing for a period of one (1) year and all claims related thereto shall be made within such one-year period:
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Each of -------------------------------------------------- Seller's warranties and representations set forth herein shall be true and correct in all material respects as of the Effective Date and as of Closing and Seller shall have performed all its covenants as set forth in this Contract.
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Each of Seller's warranties and representations set forth in Article V hereof are true and correct as of the Effective Date, and remain true as of the Closing Date. Furthermore, as of Closing, Seller shall have performed all its covenants as set forth in Article VI hereof.
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Seller hereby makes the following warranties, representations and covenants to Purchaser, which warranties, representations and covenants shall be renewed at Closing and shall survive the Closing for a period of six (6) months:
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. 4.1 SELLER warrants, represents and covenants to PURCHASER as follows (all of which representations and warranties are now true and shall remain true from the date hereof through and including the Closing Date (as may be extended, pursuant to Section 9 hereof)): <PAGE>
(a) Neither the Property nor any Site or portion thereof (or the use or operation thereof) violates (i) any law, statute, ordinance, rule, code, regulation or order (including but not limited to zoning ordinances, building codes or environmental laws and regulations) or (ii) any covenant, easement, right of way or restriction affecting all or any portion of the Property. No Company has received any notice of any such violation; nor has any investigation has been commenced or, to the Knowledge of SELLER, has any investigation been contemplated respecting any such past, present, or future violation. No inspection has been commenced and, to the Knowledge of SELLER, no inspection has been threatened.
(b) There is no pending condemnation proceeding affecting the Property, or any part thereof, or to the Knowledge of SELLER, are any such proceedings threatened.
(c) There is no pending litigation, claim, action or proceeding against the Company, or involving any Lease, the Property (or any Site or portion thereof) or the Personal Property nor, to the Knowledge of SELLER, is any such litigation, claim, action or proceeding threatened.
(d) To the Knowledge of SELLER, Hazardous Materials (as defined below) are not present at, on or under the Property (or any Site or portion thereof). No Company has received notice of or information reflecting any violation of Environmental Laws (as defined below) related to the Property (or any Site or portion thereof) or the presence or release of Hazardous Materials (as defined below) on or from the Property (or any Site or portion thereof). No clean up, investigation, remediation, administrative order, consent order, agreement or settlement is in existence with respect to the Property (or any Site or portion thereof) or, to the Knowledge of SELLER, is any such investigation, remediation, administrative order, consent order, agreement or settlement threatened, proposed or anticipated. No Company has released, spilled, generated, disposed of, stored or handled any Hazardous Materials on the Property or any Site (or portion thereof). The term "Environmental Laws" means the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and...
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Seller, if a corporation, is duly incorporated and, at all times, in good standing under the laws of the States of New York and Delaware and is duly qualified in all States where such qualification is required. Seller has all required licenses to operate its business and transacts business under no trade names or trade styles other than ADEX Corp; ADEX Corp.; ADEX Telecom; ADEX Telecom, Inc.; ADEX; ADEX Telecom Corp; ADEXTEX Corp; ADEX Telcom; Spectrum Global Solutions Inc; High Wire Networks;
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. The warranties and representations of Sellers set forth in Section 7 hereof shall be true and correct, and the covenants of Sellers set forth in Section 7 hereof shall have been performed, in all material respects. If, on the Closing Date, Purchaser (which term, for purposes of this Section 10.02(a), shall include the representatives, agents and contractors of Purchaser which have conducted or participated in any inspection of a Center) or an officer, director, member or partner thereof, has knowledge that a warranty or representation made by either Seller is false in any material respect, or that a covenant undertaken by either Seller has not been performed in any material respect, and Purchaser proceeds to close the transaction as herein provided, Purchaser shall be deemed to have waived any postClosing claim for breach of the warranty, representation or covenant known by Purchaser on the Closing Date to have been breached or unperformed in any material respect, but such waiver shall not extend to any other warranty, representation or covenant undertaken by Sellers.
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. To induce Buyer to enter into this Contract, Seller makes the following representations, warranties and covenants after reasonable investigation to determine their accuracy and all of which (i) are true as to the date of this Contract and (ii) shall be true at Closing (and if any such warranties become untrue prior to Closing Seller shall immediately notify Buyer of such fact); such representations and warranties shall survive the Closing and delivery of any proceeds and documents pursuant thereto for a period of nine (9) months after the Closing Date:
A. Seller is a Missouri corporation, in good standing, qualified to do business in Illinois, all corporate action necessary to consummate the transaction contemplated by this Contract has been duly taken in accordance with law, and is the owner of the entire Property, has full right and power to convey, good marketable and indefeasible title to the Property to Buyer at Closing, and there exist no unrecorded liens, claims, leases, licenses or interests of any kind affecting the title to the Property or the use thereof, and the Property is free and clear of all liens and encumbrances except those contained in the preliminary title report. There are no oral leases of any portion of the Property. The Property may be conveyed, transferred and/or assigned to Buyer without written consent from any party, or if written consent is required, Seller will obtain such consent prior to the Closing.
B. To the best of Seller's knowledge, which is limited to the books and records in Seller's possession, (1)there are no violations of any federal, state, county or municipal laws, ordinances, building codes, orders, regulations or requirements affecting any portion of the Property or a condition which would constitute such a violation; (2)the current zoning of the land and Seller has complied with all requirements and stipulations imposed as a condition to any zoning approval; (3) there are no pending or threatened lawsuits affecting the Property or arising out of the ownership, management or operation of the Property.
C. No person, firm or other entity has any right or option to acquire the Property or any portion thereof or any interest therein, and Seller will take no action prior to Closing which will adversely affect the rights of the Buyer hereunder or adversely affect the ability of Seller to perform hereunder. There are not, and shall not be at Closing, any leases or rental agreements affecting the Property or any right...
SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. To induce Buyer to purchase the Purchased Receivables and to render its services to Seller, and with full knowledge that the truth and accuracy of the following are being relied upon by the Buyer in determining whether to purchase the Purchased Receivables, Seller represents, warrants, covenants and agrees, with respect to Exhibit A (Domestic) and Exhibit B (Foreign) hereto and each of the Purchased Receivables described therein, that:
(A) Seller is the absolute owner of each of the Purchased Receivables set forth in Exhibit A (Domestic) and Exhibit B (Foreign) (Domestic) and Exhibit B (Foreign) hereto and has full legal right to sell, transfer and assign each of the Purchased Receivables;
(B) The correct amount of each receivable is as set forth in Exhibit A (Domestic) and Exhibit B (Foreign) hereto and is not in dispute;
(C) The payment of each receivable is not contingent upon the fulfillment of any obligation or contract, past or future and any and all obligations required of the Seller have been fulfilled as of the date of the Purchase Date;
(D) Each receivable set forth on Exhibit (s) A (Domestic) and B (Foreign) hereto is based on an actual sale and delivery of goods and/or services actually rendered, is presently due and owing to Seller, is not past due or in default, has not been previously sold, assigned, transferred, or pledged, and is free of any and all liens, security interests and encumbrances other than liens, security interests or encumbrances in favor of Buyer or any other division or affiliate of Silicon Valley Bank;
(E) There are no defenses, offsets, or counterclaims against any of the Purchased Receivables, and no agreement has been made under which the Account Debtor may claim any deduction or discount with respect thereto;
(F) Each Purchased Receivable shall be the property of the Buyer and if for any reason it should be paid to Seller, Seller shall promptly notify Buyer of such payment, shall hold any checks, drafts, or monies so received in trust for the benefit of Buyer, and shall promptly transfer and deliver the same to the Buyer;
(G) Buyer has the right of endorsement, and also the right to require endorsement by Seller, on all payments received in connection with each Purchased Receivable;
(H) Seller, and to Seller's best knowledge, each Account Debtor set forth in Exhibit A (Domestic) and Exhibit B (Foreign), are and shall remain solvent as that term is defined in the United States Bankruptcy Code and the California Uniform ...
