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. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company that:
(a) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller have full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Seller hereunder.
(b) This Agreement has been duly authorized, executed and delivered by such Seller.
(c) The sale of the Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, material mortgage, material deed of trust, material loan agreement or other material agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, or (ii) result in any violation of the provisions of any (x) organizational or similar documents pursuant to which such Seller was formed or (y) any applicable statute or any applicable order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder.
(d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Seller holds and will hold valid title to the Repurchase Shares, and hold and will hold such Repurchase Shares free and clear of all liens, encumbrances, equities or claims.
(e) Such Seller (either individually or each together with its advisors) have such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase as such Seller has requested. Such Seller has received all ...
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. 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 or caused by Purchaser, 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 of such Seller’s Representations are untrue as of the Closing Date are limited to those set forth in Section 11.2):
7.1.1. Organization . Such Seller is organized, validly existing and in good standing under the laws of the state of its formation set forth on the Seller Information Schedule and has or at the Closing Date 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 Agreement, and the consummation of the transactions contemplated by this Agreement. 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 Agreement or on the Property. This Agreement is a valid, binding and enforceable agreement against such Seller in accordance with its terms;
7.1.2. Leases . 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. To such Seller’s knowledge, (a) the Leases applicable to such Seller’s property are in full force and effect according to the terms set forth therein, and (b) such Leases set forth the entire agreement between such Seller, as landlord, and the Tenant with respect to the premises affected thereby. To such Seller’s knowledge, except as noted in the Rent Roll, there are no outstanding Tenant defaults in their payment of Rents. To such Seller’s knowledge, except as set forth o...
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. 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. To induce Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as follows:
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. 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).