Property Representations Clause Samples
The Property Representations clause sets out the statements and assurances made by the seller regarding the condition, ownership, and legal status of the property being sold. Typically, this clause covers aspects such as the absence of liens, compliance with zoning laws, and confirmation that there are no undisclosed defects or encumbrances. Its core function is to provide the buyer with confidence about the property's status and to allocate risk by making the seller responsible for any inaccuracies in these representations.
Property Representations. Borrower represents and warrants to Lender with respect to each Property as follows:
Property Representations. (a) The Seller is the sole beneficial owner of a 100% undivided interest in the Property, free and clear of all royalties, liens, charges and encumbrances of any kind.
(b) Except as expressly stated in this agreement, seller does not make any express or implied representations, statements, warranties, or conditions of any kind or nature whatsoever concerning the property, including (without limiting the generality of the foregoing) any warranties regarding the ownership, condition, quantity and/or quality of any or all of the property including minerals contained or discoveries of any minerals made.
(c) The Seller does not have any information or knowledge of any actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending or threatened, which directly relate to or affect the Property.
Property Representations. As of the Closing Date, Seller represents and warrants to Buyer with respect to each Property as follows:
Property Representations. (a) Except for the Leases described in Schedule 7 and the licences and permits described in Schedule 10, the Company has good and marketable title to all its assets and in particular the assets described in Schedule 6, subject to no mortgage, pledge, deed of trust, lien, claim, encumbrance, or charge and all of such assets are in good order and repair.
(b) Except for the Leases, the Company is not a party to any lease or agreement in the nature of a lease for real property, whether as lessor or lessee.
(c) All equipment listed in Schedule 6, including machinery and trucks, was purchased new, since purchase has been maintained in a manner recommended by the manufacturers and installers, and is in good operating condition and in a state of good maintenance and repair.
(d) The Company has good leasehold title to the land and equipment held by it under the Leases, subject to no mortgage, pledge, deed of trust, lien, claim, encumbrance, or charge, has not made any default in the performance of the terms of the Leases that would entitle any of the lessors to terminate any of the Leases or would render the Company liable in damages, and has not assigned or encumbered any such Leases.
(e) The Vendor does not own any assets which are used by the Company or are necessary or useful in the conduct of the Business.
Property Representations. (a) To Seller's knowledge, no Governmental Body plans to change the highway or road system in the vicinity of the Land in a manner which would adversely affect the Land and/or the business operations conducted thereon or would restrict or change access from any such highway or road to the Land.
(b) There are no pending or, to Seller's knowledge, threatened condemnation or eminent domain proceedings relating to or affecting the Land and/or the Improvements.
(c) No Person has any (i) conditional or unconditional right and/or option to purchase the Property or any portion thereof, and/or (ii) right of first refusal or offer to purchase the Property or any portion thereof.
(d) Schedule 5.1.2(d) attached hereto, which includes a rent roll and other information pertaining to the Tenant Leases, is true, correct and complete, and lists all Tenant Leases with respect to the Land or any portion thereof or interest therein that Seller leases, subleases or licenses as the ground lessor, lessor, sublessor or licensor. Seller has made available to Purchaser true and materially complete and correct copies of the Tenant Leases and currently outstanding letters of intent relating to occupancy of space within the Property. Except as otherwise shown in Schedule 5.1.2(d), no Person other than Seller has the right to possess or occupy the Land (or any portion thereof). All of the Tenant Leases are in full force and effect and have not been modified except as set forth in Schedule 5.1.2(d). To Seller's knowledge, there are no parties in possession of the Land (or any portion thereof) except the Tenants and any subtenants under subleases that are disclosed in Schedule 5.1.2(d); except as set forth in Schedule 5.1.2(d), there are no unsatisfied "Take-Over" space obligations or "Take-Back" space obligations (for the purposes hereof, "Take-Over" space obligations means rent obligations of the Tenant in other buildings assumed by the landlord and "Take-Back" space obligations means obligations imposed upon the landlord to sublet or otherwise be responsible for the obligations of a Tenant under a Tenant Lease). Except as set forth in Schedule 5.1.2(d), there are no disputes with Tenants as to the amount of their rent or other charges (including, without limitation, charges for common area maintenance) under any Tenant Lease; except as set forth in the Tenant Leases, no Tenant has any option to cancel its Tenant Lease; except as set forth in Schedule 5.1.2(d), there is no Default beyo...
Property Representations. As of the Closing Date, Seller represents and warrants to Buyer the items listed on Exhibit D attached hereto with respect to each Property.
Property Representations. With respect to the Property, Seller represents and warrants as follows:
(a) To Seller's knowledge there are no parties in possession of any portion of the Property as lessees, trespassers or otherwise, that are not affiliates of the Buyer.
(b) To Seller's knowledge, Seller and Seller's affiliates use and operation of the Property, and all activities conducted thereon, have been in compliance with all applicable laws, regulations, ordinances, codes, and rules.
(c) To Seller's knowledge, Seller is not aware of any defects or inadequacies in the Property or any part thereof that would adversely materially affect the insurability of the Property or the ability of Buyer to use the same for the uses of which the Property is currently utilized.
(d) To Seller's Knowledge, there are no current violation by the Property of any laws, ordinances, or regulations applicable to the Property, and Seller is in compliance with any past notices of past violations. Seller shall disclose to Buyer any notices or information relating to violations received after the Effective Date.
(e) There is no litigation pending or, to Seller's Knowledge, threatened against Seller that arises out of the ownership of the Property or otherwise relating to the Property currently pending.
(f) Seller has neither filed nor, to the Seller's Knowledge, been the subject of any filing or petition under any federal or state insolvency laws, including any action or filing brought by the Seller under Title 11 of the U.S. Code, and any laws for composition of indebtedness or for the reorganization of debtors.
(g) There is no agreement to which Seller is a party or to Seller's Knowledge binding on Seller which is in conflict with this Agreement. There is no action or proceeding pending or, to Seller's Knowledge, threatened against U1e Prope1ty, including condemnation proceedings, or against the Seller which challenges or impairs Seller's ability to execute or perform its obligations under this Agreement. Nor is there any pending enforcement and/or inspection citation(s) issued currently against the Property by the city, municipality, or other regulatory agencies where the Property is located. Seller to cure any citations prior to Closing.
(h) No condemnation or eminent domain proceedings are pending or, to Seller's Knowledge,. threatened against the Property.
(i) The existing zoning for the Property permits the current use of the Property, is not pursuant to any variance or conditional permit granted with...
Property Representations. Borrower represents and warrants to Administrative Agent, Collateral Agent and Lender with respect to each Property as follows:
Property Representations. Borrower represents and warrants to Lender with respect to each Property it owns as follows, except to the extent (if any) disclosed on Schedule III with respect to a specific subsection of this Section 3.2:
Property Representations. (a) The Seller is the sole beneficial owners of a 100% undivided interest in the Property, free and clear of all royalties, liens, charges and encumbrances of any kind, except for those specifically disclosed herein.
(b) Except as expressly stated in this agreement, Seller does not make any express or implied representations, statements, warranties, or conditions of any kind or nature whatsoever concerning the property, including (without limiting the generality of the foregoing) any warranties regarding the ownership, condition, quantity and/or quality of any or all of the property including minerals contained or discoveries of any minerals made.
(c) The Seller does not have any information or knowledge of any actions, suits, investigations, or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending, or threatened, which directly relate to or affect the Property.