Seller’s Representations Clause Samples
The Seller’s Representations clause sets out the statements and assurances made by the seller regarding the condition, ownership, and legal status of the assets or property being sold. Typically, this clause covers matters such as the seller’s authority to enter into the agreement, the absence of undisclosed liabilities, and compliance with applicable laws. Its core function is to provide the buyer with confidence in the transaction by ensuring that the seller is legally able to sell and that the buyer is protected against misrepresentations or hidden issues.
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Seller’s Representations. Except, in all cases, for any fact, information or condition disclosed in the Title Documents, the Permitted Exceptions, the Property Contracts, or the Materials, or which is otherwise known by Purchaser prior to the Closing, each Seller, individually and severally with respect only to itself and its Property, represents and warrants to Purchaser the following (collectively, the “Seller’s Representations”) as of the Effective Date and as of the Closing Date; provided that Purchaser’s remedies if any such Seller’s Representations are untrue as of the Closing Date are limited to those set forth in Section 8.1:
6.1.1 Such Seller is duly organized, validly existing and in good standing under the laws of the state of its formation set forth on the Seller Information Schedule; and (x) subject to Section 8.2.4, (y) subject any approvals required from a Lender for a Loan Assumption and Release with respect to any Assumption Property and, any Lender consents required for the making of the AIMCO Loans and (z) subject to receipt of the HUD Approval and the DHCR Approval for the transfer of the Chimneys of Cradlerock Property, has or at the Closing shall have the entity power and authority to sell and convey its Property and to execute the documents to be executed by such Seller 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 such Seller is a party or by which such Seller is otherwise bound, which conflict, breach or default would have a material adverse affect on such Seller’s ability to consummate the transaction contemplated by this Contract or on the Property. Subject to Section 8.2.4, this Contract is a valid and binding and enforceable agreement against such Seller in accordance with its terms;
6.1.2 Other than the Leases, such Seller's Property is not subject to any written lease executed by such Seller or, to such Seller's knowledge, any other possessory interests of any person;
6.1.3 Such Seller is not a “foreign person,” as that term is used and defined in the Internal Revenue Code, Section 1445, as amended;
6.1.4 Except as set fort...
Seller’s Representations. To induce Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as follows:
Seller’s Representations. Seller represents and warrants to Purchaser that: (i) The Premises abut or have a right of access to a public road; (ii) Seller is the sole owner of the Premises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (iii) Seller is not a “foreign person”, as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the regulations promulgated thereunder (Collectively “FIRPTA”); (iv) The Premises are not affected by any exemptions or abatements of taxes; and (v) Seller has been known by no other name for the past ten years, except: (b) Seller covenants and warrants that all of the representations and warranties set forth in this contract shall be true and correct at Closing.
Seller’s Representations. The Seller represents to the Buyer that, as of the date hereof:
Seller’s Representations. Seller represents and warrants to Buyer as follows:
Seller’s Representations. As of the Effective Date of this Agreement, the Seller hereby represents, covenants and warrants to the Buyer as follows:
(a) The Seller is a limited liability company duly organized and validly existing under the laws of the State of Louisiana.
(b) The Seller has the necessary authority and capacity to enter into this Agreement and to carry out its obligations hereunder.
(c) This Agreement has been duly authorized and validly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.
(d) There are no condemnation or eminent domain proceedings either pending or threatened against the Property.
(e) There are no actions, suits, proceedings or investigations pending or threatened in any court or before any Governmental Authority or arbitrator against the Seller or that affect the Property and Seller does not have knowledge of any basis for any such suit, proceeding or investigation.
(f) Seller has good, valid, merchantable and unencumbered title to the Property subject to no lease, encumbrance or restriction, except for the lease to Boasso America Corporation, a copy of which lease has been delivered to Buyer. There is no party in possession of any portion of the Property as a lessee, occupant, or otherwise, other than Boasso America Corporation. Except for the rights granted by this Agreement, there are no outstanding options, rights of first offer, rights of first refusal, or other rights to purchase or acquire the Property or any portion thereof or interest therein.
(g) There is no pending or threatened expropriation or similar proceeding or special assessment (inclusive of assessments for street widening, repair, or improvement), or change in zoning affecting the Property.
(h) Seller has received no notice from any governmental authority or other person about, and Seller does not otherwise have knowledge of, any violation of any federal, state, parish, or city statute, ordinance, code, rule, or regulation affecting the Property or Seller or indicating that any investigation has commenced or is contemplated regarding any such violation, and Seller does not have knowledge of any basis for any such violation or investigation.
(i) There are no jurisdictional wetlands located on the Property.
(j) Seller has the power and has obtained all necessary consents and approvals required for the execution, delivery of, and Seller’s performance under this Agreement...
Seller’s Representations. SELLER represents and warrants as follows:
(i) SELLER has not conducted any general solicitation or general advertising (as defined in Regulation D) with respect to any of the Securities offered hereby;
(ii) The Debentures, when issued and delivered pursuant to the terms of this Agreement, will have been duly authorized, executed, issued and delivered and will constitute valid and legally binding obligations of the Company in accordance with their terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought and (C) to the extent that the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable laws.
(iii) The Shares, when issued and delivered upon conversion of the Debentures in accordance with their terms, will be duly and validly authorized and issued, fully-paid and non assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of SELLER with respect to the Shares contained in SELLER'S Certificate of Incorporation or any agreement to which SELLER is a party;
(iv) This Agreement has been duly authorized, validly executed and delivered on behalf of SELLER and is a valid and binding agreement of SELLER in accordance with its terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought and (C) to the extent that the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable laws.
(v) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by SELLER of any of the terms or provisions of, or constitute a default under, the certificate of incorporation (or charter) or by-laws of SELLER, or any indenture, mort...
Seller’s Representations. Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Seller of this Amendment. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Seller of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).
Seller’s Representations. Each of COF and COF II warrants and represents to Buyer with respect to that portion of the Property owned by COF or COF II, as the case may be, that the following matters are true and correct as of the Effective Date and the Closing Date:
4.1.1 Seller is a limited liability company validly formed in the Commonwealth of Virginia. Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all documents contemplated hereby by Seller have been duly and validly authorized by all necessary action on the part of Seller, and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement and/or instrument to which Seller is a party. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
4.1.2 Seller has good and marketable title to the Property. Seller is not a party to any outstanding right of first refusal, right of reverter or option to purchase relating to the Property or any interest therein. Subject to the Leases, Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property, without material complaint or objection by any person during the term of Seller’s ownership of the Property.
4.1.3 Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
4.1.4 Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threat...
Seller’s Representations. Each Seller, as to itself and the portion of the Property owned by it represents and warrants to Buyer that:
a. Seller holds good and marketable fee simple title to the Property and there are no leases, contracts or other agreements with respect to the sale or use of the Property with any other party.
b. The Seller has full, unconditional power, authority and right to enter into this Contract, to perform, carry out and fulfill its obligations hereunder, and, in connection with the transaction contemplated hereby, to convey the Property to the Buyer as herein provided and no approval of any Court is a prerequisite thereto. Neither the execution of, nor the delivery of this Contract, nor the performance hereof by the Seller, will award, judgment or decree to which the Seller is or has been a party, or result in a breach of any term, condition or provision of or constitute a default under any contract, indenture, mortgage or deed of trust to which the Seller is a party or by which Seller is bound, or conflict with, violate or result in the breach of any law binding upon the Seller or result in the creation or imposition of any security interest, mortgage lien, change or encumbrance upon the Seller’s properties or assets. Except as contemplated in this Contract, no consent, authorization or approval of, or exemption by, any governmental or public body or authority that has not been obtained is required to enable the Seller to execute, deliver or perform this Contract. Seller is duly formed in its sale of formation and is validly existing in good standing.
▇. ▇▇▇▇▇▇ is not aware of nor has received any notice of any violations of any law, ordinance, order or requirement of any governmental body with respect to the Property.
▇. ▇▇▇▇▇▇ has no knowledge of any pending or threatened condemnation proceeding, taking by eminent domain or special assessment with respect to the Property, Seller or any third party relating to or affecting the Property.
e. There are no liabilities of any kind (including Federal, state, county, municipal or other governmental or quasi-governmental law) which could or would affect or result in any claim, lien, judgment or other encumbrance upon or against the Property (which could not be fully satisfied as of the Closing Date) or the Buyer’s rights under this Contract except as state and local income tax returns in connection with the Property, and there are no claims for any deficiencies pending, or to the Seller’s knowledge, any basis for...