Seller Warrants. A. This Contract represents a sale by Seller to Buyer on a time price basis and not on a cash basis.
Seller Warrants. Seller shall have delivered to Buyer duly executed Warrant Cancellation Agreements from all holders of Seller Warrants.
Seller Warrants. Seller warrants that unless excepted herein, Seller has not received notification from any lawful authority regarding any assessments, pending public improvements, repairs, replacements, or alterations to the Property that have not been satisfactorily made. Seller warrants that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller also represents that, to the best of its knowledge, except as may otherwise be expressly disclosed herein, Seller has not released or disposed of any hazardous or toxic waste, substance or material, including without limitation any asbestos or any oil or pesticides (collectively, “Hazardous Substances”), on or about the Property; has not disposed of or arranged for the disposition of any Hazardous Substances from the Property except in compliance with all applicable federal, state or local laws; and no Hazardous Substances exist on the Property or about the Property that threaten the Property. Seller makes no warranty that the Property is suitable for any particular purpose, nor that the Property is in compliance with the requirements of the Americans with Disabilities Act. THESE WARRANTIES SHALL SURVIVE THE DELIVERY OF THE DEED.
Seller Warrants. (i) it is the owner of: (a) 100% of all stock of 104 Management, Inc., (b) the general partnership interest of 104 Management, Inc. in Xxxxxxx Management, LP, (c) the limited partnership interest in Xxxxxxx Management, LP, (d) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP I (e) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP III (f) 100% of the Class B limited partnership interest in BCIP I and (g) 100% of the Class B limited partnership interest in BCIP III; and
Seller Warrants. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to warrants issued by the Seller (the “Seller Warrants”), which are outstanding and not cancelled at the Effective Time, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Seller Warrant in accordance with the terms of the applicable Seller warrant agreement by which it is evidenced (the “Converted Warrants”); provided, however, that prior to the Effective Time each holder of Seller Warrants may agree to cancel, immediately prior to the Effective Time, any Seller Warrants held by such Person as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Warrants, by (2) $1.00 (the Cash Consideration less the exercise price per share under such Seller Warrant), by entering into a Warrant Cash-Out Agreement in the form of Exhibit C prior to the Effective Time. From and after the Effective Time, (i) each Seller Warrant that is not subject to a Warrant Cash-Out Agreement shall be assumed by Buyer and may be exercised after the Effective Time solely for shares of Buyer Common Stock; (ii) the number of shares of Buyer Common Stock subject to the Converted Warrants shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio; provided, that any fractional shares of Buyer Common Stock subject to the Converted Warrants shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Warrant, and (iii) the per share exercise price under each such Seller Warrant shall be adjusted by dividing the per share exercise price under each such Seller Warrant by the Exchange Ratio and rounding down to the nearest cent.
Seller Warrants. Buyer shall pay each holder (each a "Warrantholder") of an outstanding warrant to purchase shares of Seller Common Stock (each, a "Seller Warrant" and collectively with the Seller Options, the "Seller Rights" ) upon surrender of each Warrant, an amount in cash (without interest) equal to the product obtained by multiplying (x) the total number of shares of Seller Common Stock issuable upon the exercise in full of each Seller Warrant held by such Warrantholder by (y) the excess, if any, of the amount of the Per Share Purchase Price over the exercise price per share of Seller Common Stock under such Seller Warrant (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid for any Seller Warrant the exercise price per share of Seller Common Stock under which exceeds the Per Share Purchase Price, and each such Seller Warrant shall be cancelled as of the Effective Time.
Seller Warrants the Goods supplied pursuant to this Agreement against original defects in materials or workmanship for a period of two (2) years from the date of shipment. This warranty is non- transferable and is limited to the original Buyer. This warranty does not cover claims for conditions or damages caused by shipping, abuse, accidents, alterations, misuse, neglect, reverse crocking/ dye transfer, excessive wear and tear, or other physical damage, or from failure to exercise due care in the measurement, installation, cleaning or maintenance of the fabric. This warranty also does not cover claims for scuffs, scratches, scrapes, tears and abrasive or excessive wear and will not cover claims for damage due to repair, alteration, or modification of the product by anyone other than Seller, unless such repair, alteration or modification is authorized by Seller in writing.
Seller Warrants. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller is not aware of any structural defects or adverse geological or environmental conditions affecting the property and its value. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, at closing, that to the best of Seller’s knowledge, no part of the property is in violation of any existing code, health or safety regulations, and is not involved in any governmental or judicial proceedings. Seller will cure any violation it becomes aware of prior to Closing. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that any and all financial information does not contain misstatements.
Seller Warrants. (a) Immediately prior to the Effective Time, all rights with respect to Seller Common Stock pursuant to warrants issued by the Seller (the “Seller Warrants”) shall be cancelled for nominal consideration.
Seller Warrants. HPIP covenants and agrees that, if the Escrow Agent pays the Escrow Amount to AMID pursuant to Section 2.4(b), HPIP shall cause AMID to duly issue and deliver to the Escrow Agent, on behalf of Seller, the Seller Warrants.
