SELLER REPRESENTS Sample Clauses

SELLER REPRESENTS warrants and covenants with Buyer, and Buyer represents, warrants and covenants with Seller, that no brokerage fees or commissions or finders' fees have been incurred by any of them or are payable other than to Xxxxxx, Read & Co., Inc. to the best of their respective knowledge, in connection with the transactions contemplated by this Agreement, whose fee will be paid by XXXX Furniture, Inc. 9.2 This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, each of the parties hereto and their respective successors, but shall not be otherwise assignable
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SELLER REPRESENTS. Seller represents and warrants to Buyer as follows:
SELLER REPRESENTS. THAT to the best knowledge and belief of the Seller, there is nothing new of material nature as from the presentation of the accounts for 2005 to date, except for the information given about circumstances pertaining to the transferred projects, THAT the transferred shares in the Company are pledged to Tonder Bank, THAT the Company or the companies within the group of companies shall have the right or option to acquire the title to the land on which the projects contained in this Agreement, are to be constructed at the purchase prices contained in the budgets prepared by the Seller, THAT to the best knowledge and belief of the Seller, the building project, Romo Golf & Wellness, can be implemented and to the best xnowledge and belief of the Seller, no objections have been lodged by authorities, plot owners or others that might jeopardize the implementation of the project. Due to the early stage of the projects, Adal Strandpark and Mommark Marinepark, the Seller needs the necessary basis to say with certainty that these projects can be implemented so as to meet the expected design and size, THAT to the best knowledge and belief of the Seller, the latest budget introduced pertaining to Romo Golf and Wellness including the adjustments maxx xn connection with the due diligence exercised by the Purchaser resulting in the budgeted proceeds being reduced by DKK 40 million, has been prepared on a realistic basis. In all essentials, the estimates pertaining to Adal Strandpark and Mommark Marinepark, as supplied, are based on the Seller's best estimate and are therefore not the result of an actual budgeting procedure, THAT to the best knowledge and belief of the Seller, no events have been observed that should rebut the budgets or indicate that the budget objectives cannot be achieved or that any such event should have been included in the budgets, THAT until the date of completion, the Seller will carry on the group of companies subject to the previous conduct of business in compliance with the directions according to which the Company has previously been carried on thereby having regard to the Purchaser's acquisition thereof, THAT until the date of completion, the Seller shall not enter into any essential or onerous agreements or enter into any agreements, which would materially change the basis for the building projects unless receiving the prior written approval by the Purchaser, THAT to the best knowledge and belief of the Seller, any information about this Share...
SELLER REPRESENTS. I.1. It is a corporation duly organized under Mexican laws, with sufficient legal capacity to enter into this Agreement, as well as assume the obligations hereunder;

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