Of Seller. As an inducement to Buyer to enter into this Agreement, Seller, represents, warrants and covenants to Buyer as follows:
Of Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND IN THE OTHER AGREEMENTS, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT TO THE EXTENT INCLUDED WITHIN THE REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE III OR IN THE OTHER AGREEMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING: (A) ANY FINANCIAL STATEMENTS, BUDGETS, LONG RANGE PLANS, STRATEGIC PLANS, MARKET ANALYSIS, FORECASTS, PROJECTIONS, EACS, OPINIONS AND SIMILAR MATERIALS PREPARED OR FURNISHED BY SELLER OR ITS AFFILIATES WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED OBLIGATIONS, (B) FUTURE PROSPECTS, INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (C) THE CONDITION OR SAFETY OF THE REAL PROPERTY AND THE IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY, LOT SIZE, OR SUITABILITY OF THE REAL PROPERTY AND THE IMPROVEMENTS FOR A PARTICULAR PURPOSE, (D) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER, (E) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION, (F) THE FITNESS OF ANY PERSONAL PROPERTY OR FIXTURE, (G) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND OR IN GOOD CONDITION, OR (H) THE IMPACT, FINANCIAL AND OTHERWISE, OF NOT OBTAINING CONSENTS AS REQUIRED BY THE TERMS AND CONDITIONS OF THE ASSIGNED CONTRACTS.
Of Seller. If Purchaser materially defaults under this Agreement beyond any applicable cure period, or materially breaches any representation or warranty contained herein, Seller shall, as its sole and exclusive remedy hereunder, have the right to terminate this Agreement and receive $2,000,000.00 (and Seller shall have the right to receive the Deposit on account of such amount), and such payment shall constitute and be liquidated and agreed damages, whereupon the parties hereto shall be relieved of any further liability or obligation to each other, it being expressly understood that the receipt by Seller of such monies shall be the sole and exclusive right and remedy of Seller and constitutes a fair and reasonable amount for the damage sustained by Seller by reason of Purchaser’s breach of this Agreement. Seller hereby waives and releases any right to seek specific performance against Purchaser.
Of Seller. If Seller shall receive any payment from a Lessee or User --------- which includes Assigned Rent, Seller will hold the same in trust for Buyer and will, immediately and without demand, deliver same to Buyer, or, if so provided in the Underlying Agreements, pay or cause such amounts to be paid to Lender in respect of the Applicable Indebtedness secured thereby. Seller shall, upon written request of Buyer, cause notice of the sale of the Assigned Rent hereby to Buyer and the assumption of Seller's obligations with respect to the Applicable Indebtedness to be served upon Lessee and any Lender, and to direct all payments of Assigned Rent hereafter to be made by Lessee to Buyer or as otherwise directed by Buyer or provided in the Lease with respect thereto.
Of Seller. To induce the Purchaser to enter into this Agreement, Seller makes the following representations, warranties and covenants, each of which is material to and is relied upon by Purchaser, and each of which shall be effective and true on or prior to the approval of this Agreement and at closing.
Of Seller. After the Closing Date, Seller shall: (a) pay in a timely manner when due all taxes on Seller’s net income resulting from or payable (i) in connection with the Business’ activities pre-closing; (ii) in connection with the sale of the Purchased Assets and eventual transfer of the James Campbell Brand and (iii) any payments pursuant to the License Agreement; (b) cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer the business relationships of Seller existing prior to Closing and relating to the Purchased Assets and not take any action that would (i) reasonably be expected to diminish the value of the Purchased Assets after Closing or (ii) interfere with the business of Buyer to be engaged after Closing; and (c) execute and deliver all such further documents or perform such acts as Buyer may reasonably request in order to more fully consummate the transactions contemplated hereby. From and after the Closing Date, if any Seller or any of their affiliates receive or collect any funds relating to the Purchased Assets which funds should be paid to Buyer pursuant to the terms of this Agreement or the License Agreement, Seller shall, and shall cause their affiliates to, remit any such amounts to Buyer within three (3) days of each day on which Seller or their affiliate receives such sum.
Of Seller. After the Closing, subject to the terms, conditions and limitations of this §8, Buyer shall indemnify Seller from and against any and all Losses incurred or paid by it and resulting or arising out of (i) the failure or breach of any of the representations and warranties made by Buyer in this Agreement, or (ii) a breach by Buyer of any of its covenants in this Agreement (collectively, “Seller Losses”). In the event of a Seller Loss, Buyer is the “Indemnifying Party” under this Agreement, and Seller is referred to as the “Indemnified Party” under this Agreement.
Of Seller. As an inducement to Buyer to enter into this Agreement, Seller represents, warrants and covenants to Buyer as follows, which shall be true and correct as of the Execution Date and unless expressly limited by their terms to the Execution Date, shall be true and correct as of the Close of Escrow, as if made on such date.
Of Seller. As used in Section 7.1 and other provisions of this Agreement, the phrase “current actual knowledge” of Seller means, and shall be limited to, the actual conscious knowledge of Bruce Cobb, Bass C. Wallace, Jr. and Linden Price (not including any constructive, imputed or implied knowledge), without special investigation or inquiry, in their respective representative capacities only (with no personal liability of any kind).