Seller Representation Clause Samples
A Seller Representation clause sets out the statements and assurances made by the seller regarding the condition, ownership, and legal status of the goods or assets being sold. Typically, this clause requires the seller to confirm facts such as having clear title, compliance with laws, and absence of undisclosed liabilities. By providing these representations, the clause helps protect the buyer from hidden risks and ensures that the seller is accountable for the accuracy of key information about the transaction.
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Seller Representation. When a real estate brokerage represents a seller, it must do what is best for the seller of a property. • A written contract, called a listing agreement, creates an agency relationship between the seller and the brokerage and establishes seller representation. It also explains services the brokerage will provide, establishes a fee arrangement for the Commercial REALTORS® services and specifies what obligations a seller may have. • A seller's agent must tell the seller anything known about a buyer. For instance, if a seller's agent knows a buyer is willing to offer more for a property, that information must be shared with the seller. • Confidences a seller shares with a seller's agent must be kept confidential from potential buyers and others. • Although confidential information about the seller cannot be discussed, a buyer working with a seller's agent can expect fair and honest service from the seller's agent and disclosure of pertinent information about the property.
Seller Representation. A. Seller warrants that the information in this Agreement is true and correct to the best of Seller’s knowledge and belief, and may be used as a basis for presenting the Property to prospective Buyers.
B. Seller shall indemnify and hold Broker harmless from any claim, damages, judgment, and costs, expressly including reasonable attorney fees, arising out of or from any occurrence incident to any mistake, exaggeration, omission, inaccuracy of said information, or escrow dispute, including any omission or inaccuracy on applicable disclosure documents.
▇. ▇▇▇▇▇▇ hereby agrees to conduct all negotiations pertaining to the sale of the Property through the Broker and cooperate with the Broker fully in the Broker’s efforts to sell the Property.
▇. ▇▇▇▇▇▇ further understands and agrees that Seller, and not the Broker, is responsible for the care and physical condition of the Property, its management, maintenance, and repair.
▇. ▇▇▇▇▇▇ acknowledges reading and signing the Consumer Information Statement of the Delaware Real Estate Commission.
Seller Representation. Seller represents that title to the Property is solely in Seller’s name.
Seller Representation. The Seller hereby represents and warrants to the Parent that (a) the execution, delivery and performance of this Agreement by the Seller do not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Seller is a party or any judgment, order or decree to which the Seller is subject, (b) the Seller has full authority to execute, deliver and be bound by the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Company and the Seller, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its terms.
Seller Representation. For so long as the Sellers and their Permitted Transferees Beneficially Own Economic Interests (in PubCo and the Operating Company, without duplication) representing at least the percentage, shown below, of the Economic Interests held by the Sellers immediately after the Closing (excluding for these purposes from both the percentage Beneficially Owned immediately after the Closing and percentage then Beneficially Owned at any time, the Foundation Transfer Amount, from and after the occurrence of the Foundation Transfer), PubCo, the Sponsor and the Sellers shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, that number of individuals designated by the Seller Representative that, if elected, will result in the Sellers having the number of directors serving on the Board that is shown below; provided, that after the number of Seller Directors is reduced because the percentage Beneficially Owned of such Economic Interests is reduced, the Sellers and their Permitted Transferees cannot subsequently increase the number of Seller Directors entitled to be designated as a result of their acquisition of Beneficial Ownership of additional Economic Interests (in PubCo and the Operating Company, without duplication). 75% or greater 5 60% or greater, but less than 75% 4 45% or greater, but less than 60% 3 30% or greater, but less than 45% 2 15% or greater, but less than 30% 1 Less than 15% 0
Seller Representation. For so long as the Sellers and their Permitted Transferees, either individually or as a group (as such term is construed in accordance with the Exchange Act) Beneficially Own Common Stock in PubCo representing at least the percentage, shown below, of the Common Stock held by the Sellers and their Permitted Transferees immediately after the Closing, PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Equityholder Representative that, if elected, will result in the Sellers having the number of directors serving on the Board that is shown below. 70% or greater 7 60% or greater, but less than 70% 6 50% or greater, but less than 60% 5 40% or greater, but less than 50% 4 30% or greater, but less than 40% 3 20% or greater, but less than 30% 2 Greater than 10%, but less than 20% 1
Seller Representation. Seller represents and warrants to Purchaser that no brokerage commission, finder’s fee or other compensation is due or payable with respect to the transactions contemplated herein arising from Seller’s actions or omissions, other than a brokerage commission due to Lucescu Realty, which shall be paid by Seller pursuant to a separate agreement. Seller hereby agrees to indemnify, defend, and hold the Purchaser harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of the representations and warranties contained in this Section 20(b) or Seller’s failure to pay Lucescu Realty.
Seller Representation. Sellers represent and warrant to Purchaser that Sellers’ have and are processing checks received from customers in the Ordinary Course.
Seller Representation. A. Seller warrants that the information in this Agreement is true and correct to the best of Seller’s knowledge and belief and may be used as a basis for presenting the Property to prospective Buyers.
B. Seller shall indemnify and hold Listing Broker harmless from any claim, damages, judgement, and costs, expressly including reasonable attorney fees, arising out of or from any occurrence incident to any mistake, exaggeration, omission, inaccuracy of said information, or escrow dispute, including any omission or inaccuracy on applicable disclosure documents.
C. Seller hereby agrees to conduct all negotiations pertaining to the sale of the Property through the Listing Broker and cooperate with the Listing Broker fully in the Listing Broker’s efforts to sell the Property.
D. Seller further understands and agrees that Seller, and not the Listing Broker, is responsible for the care and physical condition of the Property, its management, maintenance, and repair.
E. Seller acknowledges reading and signing the Delaware Consumer Information Statement (CIS)
Seller Representation. Seller represents that Seller has not received written notice from any Governmental body or Homeowner Association regarding (a) zoning, building, fire or health code violations that have not been corrected; (b) any pending rezoning; (c) any pending condemnation or eminent domain proceeding; or (d) a proposed or confirmed special assessment and/or Special Service Area affecting the Real Estate. Seller represents, however, that, in the case of a special assessment and/or Special Service Area, the following applies:
1. There [check one] is is not a proposed or pending unconfirmed special assessment affecting the Real Estate not payable by Seller after date of Closing.
2. The Real Estate [check one] is is not located within a Special Service Area, payments for which will not be the obligation of Seller after date of Closing. Seller represents that, to the best of Seller’s knowledge, there are not now, nor have there been, any underground storage tanks located on the Property and no chemicals or toxic waste have been stored or disposed of on the Property, except for , and that the Property has not been cited for any violation of any Federal, State, County or local environmental law, ordinance or regulation and the Property is not located within any designated legislative “superfund” area, except for .