Representations by Seller Clause Samples
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Representations by Seller. Seller hereby represents and warrants unto ------------------------- Purchaser that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
(a) Seller is duly organized, validly existing and in good standing under the laws of the State of Florida, and has full right, power and authority to enter into, this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Seller of its obligations under this Agreement require no further action or approval of Seller's shareholders, directors, members, managers or partners (as the case may be) or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Seller. The individuals and/or entities signing below in the indicated representative capacities are fully authorized so to act.
(b) Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations, but is part of a U.S. based real estate holding company).
(c) None among the entry into, the performance of, or compliance with this Agreement by Seller has resulted, or will result, in any violation of, default under, or acceleration of any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement, mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or to the Hotel; nor will any of the foregoing require the consent of any party not otherwise provided for in this Agreement.
(d) There are no material leases, management agreements, leasing agent's agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements individually or in the aggregate (i) to which Seller is a party or an assignee, or (ii) binding upon the Hotel, relating to the ownership, occupancy, operation or maintenance of the Land, Improvements, FF&E or Supplies, except for those Service Contracts, Leases, FF&E Leases and material warranties previously disclosed to Purch...
Representations by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property:
(a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;
(b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property;
(c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease;
(d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations;
(e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation;
(f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and com...
Representations by Seller. Seller hereby represents and warrants unto Purchaser that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
(a) Organization and Power. Seller is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Arizona. Seller has full right, power, and authority to enter into this Agreement and to perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by all requisite action of Seller and require no further action or approval of Seller's members or managers or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Seller.
Representations by Seller. Seller hereby represents and warrants unto Purchaser that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
Representations by Seller. Seller covenants and represents:
a. That Seller is the sole owner of the Assets with full right to sell or dispose of it as Seller may choose, and no other person has any claim, right, title, interest, or lien in, to, or on the Business or Assets.
b. That Seller has no undischarged obligations affecting the Assets being sold under this contract, other than obligations that arose in the usual and regular course of business.
c. That there are presently and will be at the time of closing, no liens or security interests against the property and assets being transferred herein.
Representations by Seller. Seller covenants and represents:
a. Seller is the sole owner of the Assets with full right to sell or dispose of the Assets as Seller may choose, and no other person has any claim, right, title, interest, or lien in, to, or on the Assets.
b. Seller has no undischarged obligations affecting the Assets being sold pursuant to this Agreement.
c. There are presently and will be at Closing, no liens or security interests against the Assets.
d. No consent from or other approval from of a governmental entity, board of directors, or any other person is necessary in connection with the execution of this Agreement, or the consummation by Seller of the Assets by Buyer in the manner previously conducted by Seller.
e. The Assets are merchantable and fit for their intended use and are free of any known material defect in workmanship. Any finished goods are of a type, quantity, and quality usable and salable in the ordinary course of business.
f. Seller has paid, or will arrange for the full payment of, all taxes owned by Seller in connection with the Assets for the period up to Closing.
g. At the signing of this Agreement, Seller will provide Buyer with a copy of the most recent insurance policy covering the Assets. Buyer has the option to assume the insurance policy subject to insurance company approval.
h. To Seller’s knowledge and belief, there are no known licenses or permits currently required by Seller for the satisfaction of the sale of the Assets or this Agreement, or, in the alternative, Seller has obtained the proper licenses or permits in order to effectuate this Agreement.
i. There are no known actions, suits, proceedings, or investigations pending or, to the knowledge of Seller, threatened against or involving Seller or brought by Seller or affecting any of the Assets at law or in equity.
j. Seller is not operating its business under or subject to, or in default with respect to any governmental department, commission, board, agency, or instrumentality, domestic or foreign.
k. To the best of Seller’s knowledge and belief, Seller has complied with and is operating its business in compliance with all laws, regulations, and orders applicable to the business conducted by it, and the present uses by Seller of the Assets do not violate any such laws, regulations, or orders. Seller has no knowledge or any material, present or future expenditures that will be required with respect to any of Seller’s facilities to achieve compliance with any applicable present stature...
Representations by Seller. The Seller represents and warrants to the ------------------------- Company that Seller has the absolute and unrestricted right, power and authority to sell, transfer and assign the Repurchased Shares to the Company pursuant to this Agreement, free and clear of any liens, claims, pledges or other encumbrances. No consent, approval or authorization of or notice to any third party is necessary in connection with the sale, purchase or delivery of the Repurchased Shares.
Representations by Seller. As of the date hereof and as of the Closing Date, Seller represents and warrants to Buyer that all of the following statements are true:
Representations by Seller. Seller warrants and represents that the Shares are duly authorized, validly issued, fully paid and nonassessable, and owned by Seller free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Shares are subject to no restrictions with respect to transferability to Buyer, except for those restrictions contained in the Shareholders’ Agreement, or otherwise required by federal and state securities laws. Upon transfer of the Shares by Seller, Buyer will receive good and marketable title to such Shares, free and clear of all security interests, liens, encumbrances, charges, assessments and adverse claims.
Representations by Seller. Seller represents to District that: