Common use of Representations by Seller Clause in Contracts

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, law, or regulation, including those relating to the environment or occupational health and safety. l. No representation or warranty by Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished to Buyer pursuant thereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained therein not misleading. m. Seller has as of the Closing no liabilities of any kind whatsoever, contingent or otherwise that would impair the transfer of the assets. n. At the request of B▇▇▇▇, Seller will provide an affidavit certifying that there presently is not, nor to the best of Buyer’s knowledge and belief, ever been, any dumping or storage of toxic, Superfund, or hazardous wastes on the Premises.

Representations by Seller. Seller covenants represents and representswarrants to Buyer as follows: a. A. This Agreement and each of the documents and agreements to be delivered by Seller at ▇▇▇ constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. B. Neither the execution of this Agreement nor the performance by Seller of its obligations under this Agreement will result in any breach or violation of (1) to Seller's actual knowledge, the terms of any law, rule, ordinance, or regulation; or (2) any decree, judgment or order to which Seller is a party now in effect from any court or governmental body; and (3) there are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Seller In order to carry out 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 transactions contemplated by this Agreement. c. There are presently C. The execution 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 delivery of this AgreementAgreement and performance by Seller of its obligations under this Agreement will not result in the creation of any new, or the consummation by acceleration of any existing, lien, charge, or encumbrance upon the Property. D. As of Opening, Seller of has not entered into any other Agreement or contract to sell the Assets by Property. E. Seller has disclosed to Buyer in all material latent defects and any information concerning the manner previously conducted by Premises known to 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. 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 no actual knowledge and belief, there are has received no known licenses or permits currently required by Seller for notice that 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 Property 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 lawsapplicable laws governing the use and operation thereof, regulationsnor, and orders applicable to Seller's actual knowledge, does there exist any facts or circumstances on the business conducted by it, and Property which with notice or the present uses by Seller passage of time would constitute such a violation. Each 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 representations and warranties of Seller’s facilities to achieve compliance with any applicable present stature, law, or regulation, including those relating to the environment or occupational health and safety. l. No representation or warranty by Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished Section constitutes a material part of the consideration to Buyer pursuant thereto, or and Buyer is relying on the correctness and completeness of these representations and warranties in connection with entering into this transaction. Each of the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained therein not misleading. m. Seller has representations and warranties is true and accurate as of the Closing no liabilities date of any kind whatsoever, contingent or otherwise that would impair the transfer execution of the assets. n. At the request of Bthis Agreement by ▇▇▇▇▇▇, Seller will provide an affidavit certifying that there presently is not, nor to the best be true and accurate as of Buyer’s knowledge ▇▇▇ and belief, ever been, any dumping or storage of toxic, Superfund, or hazardous wastes on the Premiseswill survive ▇▇▇.

Representations by Seller. Seller covenants represents and representswarrants to Buyer as follows: a. Seller A. [USE THIS IF THE PROPERTY IS VACANT] The Property is the sole owner not being used as a rental property. [USE THIS IF THE PROPERTY IS OCCUPIED] The Property is being used as a rental property and is leased to _Name of the Assets with full right to sell or dispose of the Assets as Seller may chooseTenant , 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 which lease has been delivered to Buyer. That lease is 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, only lease 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, effect with respect to the knowledge Property as of SellerOpening, threatened against or involving Seller or brought by Seller or affecting any of the Assets at law or and it is in equity. j. full force and effect without modification. Seller is not operating its business under or subject toin default and, or to Seller’s knowledge, tenant is not in default with respect to the lease, except as otherwise disclosed in writing to Buyer. B. This Contract and each of the documents and agreements to be delivered by Seller at ▇▇▇ constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. C. Neither the execution of this Contract nor the performance by Seller of its obligations under this Contract will result in any governmental departmentbreach or violation of (1) to Seller’s actual knowledge, commissionthe terms of any law, boardrule, agencyordinance, or instrumentalityregulation; or (2) any decree, domestic judgment or foreignorder to which Seller is a party now in effect from any court or governmental body; and (3) there are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Seller in order to carry out the transactions contemplated by this Agreement. k. To D. The execution and delivery of this Agreement and performance by Seller of its obligations under this Agreement will not result in the best creation of Seller’s any new, or the acceleration of any existing, lien, charge, or encumbrance upon the Property. E. Seller has no actual knowledge and belief, Seller has complied with and received no notice that the Property is operating its business not in compliance with all lawsapplicable laws governing the use and operation thereof, regulationsnor, and orders applicable to Seller’s actual knowledge, does there exist any facts or circumstances on the business conducted by it, and Property which with notice or the present uses by Seller passage of time would constitute such a violation. F. The payoff of the Assets do not violate any such laws, regulations, or orderstotal of all loans and other debts and encumbrances secured against the Property is $Total debt encumbering property. Seller has no knowledge or any material, present or future expenditures represents to Buyer that will Seller may have equity and Seller understands Seller may be required with respect to any of Seller’s facilities to achieve compliance with any applicable present stature, law, or regulation, including those relating to the environment or occupational health and safetyselling for less than current market value. l. No representation ▇. ▇▇ of Opening, Seller has not entered into any other agreement or warranty by contract to sell the Property. H. Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished has disclosed to Buyer pursuant thereto, or in connection with all material latent defects and any information concerning the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit Premises known to state any material fact necessary in order to make the statements contained therein not misleadingSeller. m. Seller has as of the Closing no liabilities of any kind whatsoever, contingent or otherwise that would impair the transfer of the assets. n. At the request of B▇▇▇▇, Seller will provide an affidavit certifying that there presently is not, nor to the best of Buyer’s knowledge and belief, ever been, any dumping or storage of toxic, Superfund, or hazardous wastes on the Premises.

Representations by Seller. Seller covenants represents and representswarrants to Buyer as follows: a. A. The Property is not being used as a rental property. B. This Contract and each of the documents and agreements to be delivered by Seller at ▇▇▇ constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. C. Neither the execution of this Contract nor the performance by Seller of its obligations under this Contract will result in any breach or violation of (1) to Seller’s actual knowledge, the terms of any law, rule, ordinance, or regulation; or (2) any decree, judgment or order to which Seller is a party now in effect from any court or governmental body; and (3) there are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Seller in order to carry out 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 transactions contemplated by this Agreement. c. There are presently D. The execution 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 delivery of this AgreementAgreement and performance by Seller of its obligations under this Agreement will not result in the creation of any new, or the consummation by Seller acceleration of any existing, lien, charge, or encumbrance upon the Assets by Buyer in the manner previously conducted by SellerProperty. 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. E. 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 no actual knowledge and belief, there are has received no known licenses or permits currently required by Seller for notice that 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 Property 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 lawsapplicable laws governing the use and operation thereof, regulationsnor, and orders applicable to Seller’s actual knowledge, does there exist any facts or circumstances on the business conducted by it, and Property which with notice or the present uses by Seller passage of time would constitute such a violation. F. The payoff of the Assets do not violate any such laws, regulations, or orderstotal of all loans and other debts and encumbrances secured against the Property is $310,000.00 (approximate balance). Seller has no knowledge or any material, present or future expenditures represents to Buyer that will Seller may have equity and Seller understands Seller may be required with respect to any of Seller’s facilities to achieve compliance with any applicable present stature, law, or regulation, including those relating to the environment or occupational health and safetyselling for less than current market value. l. No representation G. As of Opening, Seller has not entered into any other agreement or warranty by contract to sell the Property. H. Seller has disclosed to Buyer all material latent defects and any information concerning the Premises known to Seller. Each of the representations and warranties of Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished Section constitutes a material part of the consideration to Buyer pursuant thereto, or and Buyer is relying on the correctness and completeness of these representations and warranties in connection with entering into this transaction. Each of the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained therein not misleading. m. Seller has representations and warranties is true and accurate as of the Closing no liabilities date of any kind whatsoeverexecution of this Contract by Seller, contingent or otherwise that would impair the transfer will be true and accurate as of the assets. n. At the request of B▇▇▇ and will survive ▇▇▇▇, Seller will provide an affidavit certifying that there presently is not, nor to the best of Buyer’s knowledge and belief, ever been, any dumping or storage of toxic, Superfund, or hazardous wastes on the Premises.