Representations, Warranties and Covenants of Sellers Sample Clauses

Representations, Warranties and Covenants of Sellers. Sellers hereby represent, warrant, and covenant to Buyer as follows:

Representations, Warranties and Covenants of Sellers. AND NPI AS TO NPI Sellers and NPI each hereby, represents, warrants and covenants to Buyer as follows: 3.1 NPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Amendments and Bylaws of NPI, are complete and accurate, and the minute books of NPI, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of NPI. (a) The authorized capital stock of NPI consists of 200,000,000 shares of common stock and 10,000,000 shares of Preferred Stock of which 500,000 Class A Preferred Shares are issued and outstanding. There are 165,539,741 shares of Common Stock of NPI issued and outstanding. All such shares of capital stock of NPI are validly issued, fully paid, non-assessable and free of preemptive rights. NPI has outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of NPI, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of NPI as shown on Schedule 3.2. All of the outstanding shares of capital stock of NPI have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights. None of such issued and outstanding shares is the subject of any voting trust agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. (b) The Sellers owns the Purchase Shares that they are conveying pursuant to this Agreement beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon payment for the Purchase Shares as provided in this Agreement, the Buyer will acquire good and valid title to the Purchase Shares, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Sellers have full ...

Representations, Warranties and Covenants of Sellers. (a) Each Seller covenants to the Financing Party as of the date that any Mortgage File documents are released to a Seller pursuant to a Request for Release that: (i) if the Request for Release has been submitted for the release of a Mortgage Asset that has been paid in full, all amounts received in connection with the payment in full of the related Mortgage Asset have been credited to the related Financing Party as provided for in the agreements relating to the applicable Transaction, prior to or simultaneously with the release of such files; (ii) if item No. 3 has been checked on the Request for Release, the appropriate amount of funds has been credited to the Financing Party as provided for in the agreements relating to the applicable Transaction; and (iii) if item No. 4 has been checked on the Request for Release, all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the Financing Party as provided for in the agreements relating to the applicable Transaction. (b) Each Seller further represents and warrants that this Agreement has been duly authorized, executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law). (c) Each Seller further represents and warrants that the information contained on each Loan Schedule is the same data that was provided on a Loan Data Transmission delivered by the related Seller to the Custodian and each Mortgage Asset contained on each Loan Schedule is contained on a Loan Data Transmission delivered by the related Seller to the Custodian. (d) On and after August 7, 2009, each Seller hereby covenants and agrees with the Financing Party that within 30 Business Days of any Mortgage Asset becoming “Collateral” as defined in the Loan Agreement, that it will deliver the related Mortgage File to the Custodian in accordance with the terms hereof.

Representations, Warranties and Covenants of Sellers. Sellers jointly and severally represent, warrant, and covenant to Buyer as follows:

Representations, Warranties and Covenants of Sellers. (a) The General Partner hereby represents, warrants and covenants to and with Purchaser as follows: (i) The General Partner is validly existing and in good standing under the laws of the state of its formation and, subject to Section 8(b)(iii), and any approvals required from Lender for the Loan Continuation and Release, has or at the Closing shall have the entity power and authority to sell and convey the GP Interest and to execute the documents to be executed by the General Partner and prior to the Closing will have taken as applicable, all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Contract, and the consummation of the transactions contemplated by this Contract. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which the General Partner is a party or by which the General Partner is otherwise bound, which conflict, breach or default would have a material adverse affect on the General Partner's ability to consummate the transaction contemplated by this Contract or on the Property. (ii) The Partnership is a limited partnership validly existing and in good standing under the laws governing limited partnerships, as adopted in the state of its formation. The Partnership has taken all requisite action in order to conduct lawfully its business in the state in which the Property is situated. The Partnership has the full power and authority to carry on its business, including without limitation, to own, lease and operate the Property. (iii) Subject to the approvals and consents required from the limited partners of the Limited Partner, this Contract is a valid and binding agreement against the General Partner in accordance with its terms. (iv) The GP Interest is not subject to any lien, pledge or encumbrance of any nature whatsoever and Purchaser shall acquire the same free of any rights or claims thereto by any other party. (v) Except for (I) any actions by the Partnership to evict Tenants under the Leases, or (II) any matter covered by the Partnership's current insurance policy(ies), to the General Partner's knowledge, there are no material actions, proceedings, litigation or governmental investigations or condemnation actions either pending or threatened against the Property which will adversely impact the General Partner's...

Representations, Warranties and Covenants of Sellers. Sellers jointly and severally represent and warrant to, and covenant with, Buyer, as of the date hereof and as of the Closing, that:

Representations, Warranties and Covenants of Sellers. (i) (A) The representations and warranties of Sellers set forth in Section 3.1(e), Section 3.1(h), Section 3.11, Section 3.16(a), shall be true, accurate and complete in all respects as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date and (B) the representations and warranties of the Sellers set forth in Article III (other than the representations and warranties set forth in Section 3.1(e), Section 3.1(h), Section 3.11, Section 3.16(a)) shall be true, accurate and complete (disregarding any qualifications as to materiality or Material Adverse Effect) as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date, except (in the case of this clause (B) only), for any failures of such representations and warranties to be so true, accurate and complete that do not constitute a Material Adverse Effect, and (ii) the covenants and agreements of Sellers to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.

Representations, Warranties and Covenants of Sellers. Sellers hereby represent and warrant to the Buyer as follows: 5.01. Nanotech is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Nanotech has the power and the authority and all Licenses and permits required by Governmental or Regulatory Authorities to own and operate its assets and carry on the Business as now being conducted. 5.02. The Nanotech Shares held by the Nanotech Shareholders respectively are owned by each of the Nanotech Shareholders as the beneficial and recorded owners with good and marketable title thereto, and all of the Nanotech Shares are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. ▇▇▇▇▇▇▇, pursuant to the POA’s has the requisite power and authority to execute and perform this Agreement and all other agreements, documents and instruments to be entered into on behalf of each of the Nanotech Shareholders, as applicable, in connection with the transactions contemplated hereby. 5.03. The Nanotech Shareholders constitute all of the stockholders of Nanotech. The execution, delivery and performance of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby have been duly authorized by the board of directors of Nanotech, and do not violate or conflict with any provisions of the organizational documents of Nanotech or any agreement, instrument, Law, order or regulation to which Nanotech is a party or by which is bound. All corporate action required to be taken by Nanotech to authorize the execution, delivery and performance of this Agreement and all other agreements to be entered into by Nanotech in connection with the transactions contemplated hereby has been taken, and such execution, delivery and performance do not violate or conflict with any provisions of the organizational documents of Nanotech or any agreement, instrument, Law, order or regulation to which Nanotech is a party or by which Nanotech is bound. No consent, approval or authorization of, or filing with or notification to, any lender, security holder, Governmental or Regulatory Authority or other person or entity is required by Nanotech or in connection with the execution, delivery and performance by Nanotech of this Agreement and the consummation of the transactions contemplated hereby. 5.04. Nanotech has all requisite corporate power and authority to execute and delive...

Representations, Warranties and Covenants of Sellers. (a) The representations and warranties of Sellers contained in this Agreement shall be true and correct on and as of the date when made and shall be deemed to be made again at and as of the date of each Closing with respect to those Sites being transferred at such Closing, and shall be true and correct at and as of such time, except for (i) representations and warranties that speak as of a specific date or time other than the applicable Closing Date (which need only be true and correct as of such date or time), (ii) any failures of such representations and warranties to be true and correct which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sellers or any of the Sites; provided, however, that for the purpose of this clause (ii) representations and warranties and the terms used therein that are qualified as to materiality (including by reference to "MATERIAL ADVERSE EFFECT") shall not be deemed to be so qualified. (b) The covenants and agreements of Sellers to be performed on or before each Closing Date in accordance with this Agreement shall have been duly performed in all material respects. (c) Buyer shall have received at each Closing certificates to the effect set forth in paragraphs (a) and (b) above dated the applicable Closing Date validly executed on behalf of Sellers in the form of Exhibits F and G attached hereto.