Seller Representations Warranties and Covenants. Seller hereby represents and warrants to Buyer, as of the Effective Date and as of the Closing Date, and covenants and agrees as follows:
Seller Representations Warranties and Covenants. The Seller represents, warrants and covenants to the Buyer and to the Company as follows:
Seller Representations Warranties and Covenants. A. Seller represents and warrants to Buyer that it has the full power and authority to make, deliver, enter into and perform pursuant to this Agreement. Seller further warrants and represents that this Agreement is valid, binding and enforceable against Seller in accordance with its terms.
Seller Representations Warranties and Covenants. (i) Seller warrants to the best of its knowledge all furniture, ixtures and/or equipment transferred to Buyer under this Agreement shall be in good working condition at time of closing, except as otherwise disclosed in writing to Buyer. (ii) Seller warrants to the best of its knowledge at the time of the closing, facilities and operations of Seller shall be in compliance with applicable Fire and Health Department(s) regulations and/or licensing requirements. (iii) Seller warrants the business and all property, except as agreed to herein, will be transferred to Buyer free of all debts, obligations or taxes of any kind. (iv) Seller agrees to pay all suppliers and vendors Seller owes in a timely fashion so as not to create any disruption to business after closing.
Seller Representations Warranties and Covenants. A. Intentionally deleted.
Seller Representations Warranties and Covenants. As an inducement to PURCHASER hereunder, the Seller hereby represents, warrants and covenants with PURCHASER as follows:
Seller Representations Warranties and Covenants. (i) Seller warrants to the best of its knowledge all furniture, fixtures and/or equipment transferred to Buyer under this Agreement shall be in good working condition at time of closing, except as otherwise disclosed in writing to Buyer. (ii) Seller warrants to the best of its knowledge at the time of the closing, facilities and operations of Seller shall be in compliance with applicable Fire and Health Department(s) regulations and/or licensing requirements. (iii) Seller warrants the business and all property, except as agreed to herein, will be transferred to Buyer free of all debts, obligations or taxes of any kind. (iv) Seller agrees to pay all suppliers and vendors Seller owes in a timely fashion so as not to create any disruption to business after closing. (v) Except as disclosed in Seller’s Disclosure Statement under paragraph 5.B. above, Seller has no knowledge of any claims, litigation, proceedings, or investigation pending or threatened against Seller that may result in any material adverse change in business or condition of assets being conveyed under this Agreement. (vi) Seller knows of no material fact that has resulted, or that in the reasonable judgment of Seller will result in, a material change in business, operations, or assets of Seller that has not been set forth in this Agreement or otherwise disclosed to Buyer under the Seller’s Disclosure Statement under paragraph 5.B. above. (vii) Seller will not assign, sell, lease or otherwise transfer or dispose of any of the assets of business being purchased, other than inventory sold in ordinary course of business. (viii) As of or prior to the closing date, Seller will pay each employee all wages, commissions, and accrued vacation pay earned up to time of escrow closing, including overtime pay.
Seller Representations Warranties and Covenants. Seller makes the following additional representations, warranties and covenants as the basis for the benefits and obligations contained in this Agreement:
Seller Representations Warranties and Covenants. As an inducement for Buyer to enter into this Agreement, Seller represents and warrants that the following statements are true and correct, and that the same will remain true and correct, and will comply with each covenant and other agreement of Seller below, for so long as any of the Obligations or any other amount remains owing to Buyer hereunder (whether by Seller or an Account Debtor):
Seller Representations Warranties and Covenants. Seller hereby represents and warrants to Purchaser as of the Effective Date and as of each Purchase Date (unless such representation or warranty is explicitly made as of a different date or dates, in which case Seller represents and warrants to Purchaser on such date or dates), or covenants, as applicable, that:
