That the Seller definition

That the Seller has given the Buyer or his representatives complete information about all circumstances which the Seller is acquainted with concerning the Company, which is or may be of material signification to the to the Company.
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Examples of That the Seller in a sentence

  • That the Seller has been in open, notorious, adverse and peaceful possession of the Property and that the undersigned Deponent knows of no adverse claim to the Seller's title to the Property.

  • That the Seller has not operated the Business in violation of any law, statute, ordinance, regulation, order of any court or other applicable governmental authority, or licensing agency, or that such violations, if any, do not materially adversely affect the Business or the Assets being sold and purchased herein.

  • That the Seller is current in the payment of all Federal, State and Local taxes, including but not limited to income, social security, withholding, medicare, employment, sales, real and personal property, unemployment insurance and other income, sales and payroll taxes to all cities, counties, and State and Federal governments.

  • That the Seller has good and marketable title to the Assets herein sold to the Buyer, and that the same are free of any Liabilities.

  • That the Seller has not engaged in any unfair labor practice, that the Seller’s employees are not covered by any collective bargaining agreement nor are they represented by a labor organization, and no petition for representation concerning any of the Sellers employees has been filed with the National Labor Relations Board and that the Seller is not aware of any union organizational activity and has no reason to believe that any such activity is being contemplated.

  • That the Seller is the owner of and has good and marketable title to the Acquired Assets, free and clear of all restrictions on transfer or assignment and of all encumbrances, except as otherwise set forth herein.

  • That the Seller is the owner of record of the Company Shares and said shares are free and clear of all liens, encumbrances, claims, charges and restrictions.

  • That the Seller has had access to the information regarding the financial condition of the Purchaser and she was able to request copies of such information, ask questions of and receive answers from the Purchaser regarding such information and any other information she desires concerning the Purchaser's Shares, and all such questions have been answered to their full satisfaction.

  • That the Seller has made no material omissions or misrepresentations in this Agreement or the Schedules hereto and that neither this Agreement nor the Schedules annexed hereto and made a part hereof contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements herein and therein, in light of the circumstances under which they were made, misleading.

  • That the Seller is not delinquent in the filing of any tax reports and returns, that any and all tax reports and returns of any nature whatsoever required to be filed by it by law to the date hereof and the date of Closing have been timely filed.

Related to That the Seller

  • Solvency Certificate means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Responsible Financial Officer means, with respect to any Person, the chief financial officer or treasurer of such Person or any other officer, partner or member having substantially the same authority and responsibility.

  • Incumbency Certificate has the meaning specified in Section 3(b) hereof.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Other Loans Specially Mentioned Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list" or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (6) where a specific reserve allocation exists in connection therewith, and (G) all assets classified by Innes Street or Citizens Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Responsible Officer means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Closing Date means the date on which the Closing occurs.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Financial Officer Certification means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

  • Financial Officer means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Certifying Certificateholder As defined in Section 5.07(a) of this Agreement.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.