Representations, Warranties, Covenants and Indemnities of Purchaser Clause Samples

Representations, Warranties, Covenants and Indemnities of Purchaser. (a) Purchaser hereby represents, warrants and covenants to and for the benefit of Seller the following, which representations, warranties and covenants shall survive the Closing and the passing of title to the Property by Seller: (i) Purchaser has all requisite right, power and authority, corporate or otherwise, to execute, deliver, and perform its obligations under, this Agreement, including purchasing the Property from Seller hereunder. The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of its obligations hereunder have been duly and validly authorized by all requisite action, corporate or otherwise, of Purchaser, including but not limited to actions duly taken and resolutions duly adopted by the board of directors of Purchaser, as required by Purchaser ‘s organizational documents and applicable law. (ii) The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of the transactions contemplated hereby do not and will not, directly or indirectly, (A) violate, conflict with, or constitute a breach of or a default (with or without the giving of notice or the lapse or time or both) under, any term, condition or other provision of (I) the organizational documents of Purchaser, (II) any contract, obligation, note, security agreement, mortgage, deed of trust, bond, indenture, lease, loan or credit agreement, debt instrument or other instrument, commitment, arrangement or agreement to which Purchaser is a party or by which Purchaser is or may be bound, (III) any license, franchise, approval, certificate, permit or authorization held by Purchaser, or (IV) any applicable federal, state, local or foreign law, statute, rule, regulation or ordinance, or any order, injunction, writ, judgment, decree or ruling of any court, arbitrator or Governmental Authority; or (B) constitute an event which would either give any Person the right to challenge any of the transactions contemplated hereby, or cause either Seller or Purchaser to become subject to or liable for the payment of any tax, assessment or similar fee, other than real estate transfer taxes and fees being paid by Seller. (iii) This Agreement has been duly and validly executed and delivered on behalf of Purchaser and constitutes legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, receivership, reorganization...