Fundamental Representations and Warranties Sample Clauses
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Fundamental Representations and Warranties. Seller hereby represents and warrants to Purchaser that:
(i) Seller is duly organized, validly existing and in good standing under the laws of its state of organization, is qualified to do business in the State where its Property is located to the extent such qualification is required by Law, and has the full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement and all documents executed by Seller which are to be delivered to Purchaser at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Seller, and at the time of Closing will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and do not and, at the time of Closing will not, violate any provision of any Seller’s governing organizational documents, any agreement by which any Seller is bound, or any Law, judgment or court order binding upon any Seller or to which such Seller’s Property is subject. The consummation by Seller of the transactions contemplated hereby do not require any approval by the stockholders of NorthStar Healthcare Income, Inc. Other than in connection with the matters described in Section 8(e) and assuming the repayment in full of Seller’s existing indebtedness secured by the Properties, no consent of any member, manager, Governmental Authority or other party is necessary for the execution, delivery and performance by Seller of this Agreement other than any such consent that has already been obtained.
(ii) Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, admitted in writing its inability to pay their respective debts as they come due or made an offer of settlement, extension or composition to creditors generally.
(iii) Neither Seller, nor, to Seller’s Knowledge, any of its directors, officers, employees, agents, representatives and affiliates is or shall be at any time prior to or at the Closing a Person with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or...
Fundamental Representations and Warranties. The Fundamental Representations made by Boeing shall have been true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing, as though made on, and as of, such date and time.
Fundamental Representations and Warranties. All of the Fundamental Representations made by the Company in this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date).
Fundamental Representations and Warranties. All of the Fundamental Representations made by the Purchasers in this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date).
Fundamental Representations and Warranties. The representations and warranties of the Sellers contained in Articles 7.1.5 and 7.2.4 shall continue to be in force and effect in all material respects at the Closing Date.
Fundamental Representations and Warranties of Sellers are the representations and warranties of Sellers in §3 and the following representations and warranties of Sellers in §4: 4(a) Organization, Qualification and Corporate Power; 4
Fundamental Representations and Warranties. The Seller Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as if made at and as of such time, provided that representations made as of a specific date shall be required to be so true and correct in all material respects as of such date only. Parent and Buyer shall have received a certificate signed by a duly authorized representative of Seller as of the Closing Date attesting to the foregoing;
Fundamental Representations and Warranties. The representations and warranties contained in Section 3.1 (Authority and Enforceability), Section 3.4 (Ownership of Units), Section 3.5 (Brokers’ Fees), Section 4.1(a) and 4.1(b) (Organization and Power), Section 4.2 (Authority and Enforceability), Section 4.4 (Capitalization), Section 4.9 (Taxes), Section 4.27 (Brokers’ Fees), Section 5.1 (Organization and Power), Section 5.2 (Authority and Enforceability) and Section 5.8 (Brokers’ Fees) (collectively, the “Fundamental Representations”) shall survive the Closing and will continue in full force and effect for a period from the date hereof until the date that is 90 days after the expiration of the applicable statute of limitations, after giving effect to any waiver, mitigation, or extension thereof (all of the foregoing the “Fundamental Survival Date”).
Fundamental Representations and Warranties. The Fundamental Representations made by Embraer shall have been true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing, as though made on, and as of, such date and time.
Fundamental Representations and Warranties. Each of the Sellers’ and the Companies’ Fundamental Representations shall be true, complete and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date) without giving effect to any supplements or amendments to the Schedules delivered in accordance with Section 7.8.