Representations and Warranties by Seller Sample Clauses

Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows:

Representations and Warranties by Seller. Seller represents and warrants to Purchaser as follows:

Representations and Warranties by Seller. The Seller represents and warrants the following to each Purchaser in order to induce the Purchasers to purchase the Shares: (a) Seller has the power and authority to execute and deliver this Agreement and to consummate the transactions to be consummated by Seller. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement have been duly authorized by Seller, and no organizational or other action on the part of Seller or any other person or entity is necessary to authorize the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been properly and validly executed and delivered by Seller and is a valid, binding and enforceable agreement of and against Seller. (b) Seller has full right, power and authority to transfer the Shares to be sold by Seller to the Purchasers as contemplated herein, free and clear of all liens, security interests, charges, claims, pledges, encumbrances and restrictions and rights and interests of any other party whatsoever and of any nature (other than restrictions imposed by federal or state securities laws). (c) The execution and delivery of this Agreement and the performance and compliance with its terms by Seller will not (i) conflict with, or result in the breach of, or trigger or accelerate any right or obligation (including prepayment penalties), or constitute a default or an event of default or an occurrence, circumstance, act or failure to act that, with the passage of time, the giving of notice, or both, would become a default, or give rise to any right of contingent payment, termination, cancellation, acceleration or non-renewal, or (ii) result in the creation of any liens, charges, rights, claims, interests, options or other encumbrances, restrictions or limitations of any kind upon the Shares to be sold by Seller, whether tangible or intangible, under (A) the Seller's organizational or constituent instruments, if any (including, without limitation, articles of incorporation, articles of organization, certificate of limited partnership, bylaws, resolutions of the board of directors or shareholders, partnership agreement, operating agreement or shareholders agreement), (B) any contract, understanding, covenant, commitment, understanding, arrangement, or other agreement or instrument of any kind whether oral or written, (C) any law, rule, regulation,...

Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows as of the date hereof:

Representations and Warranties by Seller. Seller represents and warrants to Buyer that, except as may be disclosed in Seller's Diligence Deliveries: (a) The execution and delivery by Seller of, and Seller's performance under this Agreement are within Seller's powers and have been duly authorized by all requisite parties, and that the person executing this Agreement on behalf of Seller has the authority to do so. (b) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (c) Execution, delivery and performance of this Agreement will not result in any breach of, or constitute any default under, any existing agreement or other instrument to which Seller is a party or by which Seller might be bound. (d) To Seller's knowledge, there are no unrecorded leases, liens or easements affecting title to the Property. (e) To Seller's knowledge, Seller has received no notice, nor is Seller aware of, any material violation of any agreement, judicial order, statute or governmental regulation applicable to the Property. (f) To Seller's knowledge, no hazardous substances (as defined by CERCLA) exist on the Property. (g) To Seller's knowledge, there is no pending condemnation proceeding with respect to any portion of the Property. (h) Other than this Agreement, Seller has not entered into any sales contracts for the sale of all or any portion of the Property and, to Seller's knowledge, there are no unrecorded agreements, options, or rights of first refusal to purchase all or any portion of the Property which have not been otherwise disclosed by Seller to Buyer herein. (i) To Seller's knowledge, there are no actions or proceedings pending to liquidate, reorganize, place in bankruptcy, or dissolve Seller and no such actions are contemplated by Seller. As used herein, the phrase "to Seller's knowledge" shall mean that such statement is true and correct to the current actual knowledge of E. ▇▇▇▇▇▇▇ ▇▇▇▇▇, without any requirement as to review of the personal files of ▇▇. ▇▇▇▇▇ or any other files of Seller or any affiliate of Seller. Seller shall not intentionally engage in any conduct which reasonably could be expected to cause any of the foregoing representations and warranties to be untrue in any material respect as of the Closing.

Representations and Warranties by Seller. Seller hereby represents and warrants to, and covenants and agrees with, Purchaser as of the date hereof and as of the Closing as follows (all of which representations and warranties shall be deemed automatically remade as of the Closing):

Representations and Warranties by Seller. Seller hereby represents and warrants to Buyer that on the Effective Date and on the Closing Date:

Representations and Warranties by Seller. Seller hereby represents and ---------------------------------------- warrants to the Corporation as of the date hereof and as of the Closing Date as follows: (a) Seller has full legal capacity and unrestricted power and authority to execute and deliver this Agreement and any other document, agreement, instrument or paper to be delivered by Seller pursuant to or in connection with this Agreement. (b) This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium and similar laws affecting the rights of creditors generally. (c) The execution, delivery and performance of this Agreement do not and will not (i) result in a violation of any law applicable to Seller, or (ii) result in a material breach of, conflict with or default under, any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment, to which Seller is a party or by which he or any of his assets and properties, including, without limitation, the Redeemed Shares, is subject or bound; nor will such actions result in the creation of any lien, claim, charge or encumbrance on any of the Redeemed Shares. (d) Seller is the legal and beneficial and of record owner of the Redeemed Shares, free and clear of any and all liens, claims, charges or other encumbrances of any kind or nature whatsoever, other than for those arising under the Shareholders Agreement. The delivery by Seller of certificates evidencing the Redeemed Shares, duly endorsed for transfer or accompanied by stock transfer powers duly endorsed in blank, to the Corporation as described above, against payment therefor, will transfer valid title to said Redeemed Shares to the Corporation, free and clear of any and all liens, claims, charges or other encumbrances of any kind or nature whatsoever. There are no warrants, calls, commitments or rights of others, however evidenced or created with respect to any of the Redeemed Shares.

Representations and Warranties by Seller. The Property is sold AS-IS. The Seller makes no representations or warranties regarding the property condition, its use or the marketability of its title.