Representations and Warranties by the Seller Sample Clauses

Representations and Warranties by the Seller. The Seller hereby represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:

Representations and Warranties by the Seller. The Seller represents and warrants to the Purchaser that:

Representations and Warranties by the Seller. Except as otherwise set forth in the Seller Disclosure Schedule, the Seller represents and warrants, as of the date hereof and as of the Closing Date, to the Buyer as follows:

Representations and Warranties by the Seller. The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.

Representations and Warranties by the Seller. Each of the Seller and Case Credit represents and warrants to the Purchaser as of the date hereof and as of the Closing Time referred to in Section 2(b) and agrees with the Purchaser as follows: (i) Each of the Seller and Case Credit has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. Each of the Seller and Case Credit is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which its respective ownership or lease of substantial properties or the conduct of its respective businesses requires such qualification and in which the failure to so qualify and be in good standing would materially adversely affect its respective businesses or financial condition. (ii) This Agreement has been duly authorized, executed and delivered by each of the Seller and Case Credit. (iii) Each of the Seller and Case Credit acknowledges and confirms to the Purchaser that it has no actual knowledge that the Purchaser has conditioned its willingness to purchase the Direct Purchase Notes as described in Section 2(a) of this Agreement on the Seller's retention of ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as an underwriter of the Underwritten Notes and it has no actual knowledge that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ and ▇▇▇▇▇ Incorporated has conditioned its willingness to underwrite the Underwritten Notes as described above on the Seller's agreement to sell the Direct Purchase Notes to the Purchaser as described herein. (iv) Neither the Seller nor Case Credit is in violation of its certificate of incorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which could have a material adverse effect on the transactions contemplated herein. (v) The execution, delivery and performance of this Agreement will not, subject to obtaining any consents or approvals as may be required under the securities laws of various jurisdictions in the United States and elsewhere, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Seller or Case Credit.

Representations and Warranties by the Seller. The Seller and the Principals represent and warrant to the Purchaser Parties as follows:

Representations and Warranties by the Seller a) The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement. b) The Seller has the exclusive ownership of the Website and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Website or any of the Website's content. c) The Seller will provide technical consulting in the area of improving/maintaining the website for the next 60 days. d) The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.

Representations and Warranties by the Seller. 11.1 The Seller represents and warrants to the Purchaser that except as otherwise qualified under Clause 12.3.1 below -(i) it has disclosed in good faith all material relevant information relating to the Target, its assets (including the Real Estate Assets) and its liabilities in the virtual Data Room and (ii) each of the representations and warranties set out in Schedule 9.A and .B (the Warranties) is true, accurate, and complete in all material respects on the date of this Agreement and will be true, accurate and complete in all material respects on the Closing Date, as if they were made on such Closing Date (save those Warranties which address matters only as of a particular date, which shall be true, accurate and complete in all material respects as of that date). 11.2 Each of the Warranties of the Seller shall be construed as a separate representation and/or warranty and shall not be limited by the terms of any other Warranties of the Seller. Qualifications given in the Schedules to any of the Warranties of the Seller shall not be deemed to qualify any other warranties unless explicitly repeated with respect to such other warranty, either expressly or by reference. For the avoidance of doubt, the Warranties are made only in respect of facts, matters or circumstances which occurred or arose on or before the Closing Date. 11.3 The Purchaser acknowledges and agrees that: (a) the Warranties are the only representations, warranties or other assurances of any kind given by the Seller and it has not entered into this Agreement in reliance on any representations or warranties, whether express or implied, other than the Warranties; and (b) the Seller does not make any representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its Affiliates, directors, officers, operators, employees, agents or professional advisors (be it in the Data Room Documents or otherwise).

Representations and Warranties by the Seller. Seller represents and warrants to Buyer and VOIS as follows: (a) Seller owns the Shares and at closing will transfer to Buyer good and valid title to the Shares free and clear of all liens, claims, options, charges and encumbrances whatsoever. (b) Seller has full power and authority to execute this Agreement and consummate the transactions contemplated hereby, and this Agreement is binding on the Seller and enforceable in accordance with its terms. ▇▇. ▇▇▇▇ ▇. Minkin is the President of the Seller and has full power and authority to execute and deliver this Agreement on behalf of the Seller. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby do not violate or conflict with or constitute a default under any material contract, agreement or commitment of any kind to which the Seller is a party or by which the Seller or the Seller’s property is bound, or to the Seller’s knowledge, any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of the Seller’s property.