Statements of the Seller Sample Clauses

Statements of the Seller. The Seller hereby guarantees by way of an independent guaranty agreement pursuant to § 311 BGB with legal consequences as conclusively set forth in Clause 9 that the following statements are, subject to the disclosures made pursuant to this Clause 5 and the Exhibits to this Clause 5, true and correct as of Signing and will be true and correct as of the Closing, unless expressly otherwise provided hereunder. The Parties expressly agree that these statements shall not constitute a quality guarantee concerning the purchase object within the meaning of the Sections 443 and 444 BGB (Garantie für die Beschaffenheit eines Kaufgegenstandes).
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Statements of the Seller. 3.1 The Seller hereby represents to the Buyer by way of an independent obligation (selbständige Verpflichtung) within the meaning of § 311 of the German Civil Code (Bürgerliches Gesetzbuch) that the Seller is the legal and beneficial owner of the Share, which is free of any encumbrances or any other rights for the benefit of third parties. The Seller has the right and the power to freely dispose of the Share, and no consent of any third party would be required for such disposal, and such disposal would not violate the right of any third party.
Sample 1
Statements of the Seller 
Sample 1

Related to Statements of the Seller

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Covenants of the Sellers Each Seller, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Seller The Seller covenants with the Purchaser as follows:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Sellers In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Liability of the Seller (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Further Agreements of the Selling Stockholder The Selling Stockholder covenants and agrees with each Underwriter that:

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