Property Representations and Warranties Sample Clauses

The PROPERTY REPRESENTATIONS AND WARRANTIES clause sets out the specific assurances made by the seller regarding the condition, ownership, and legal status of the property being transferred. Typically, this clause covers aspects such as the absence of liens or encumbrances, compliance with zoning laws, and confirmation that all necessary permits are in place. By clearly stating these representations, the clause protects the buyer from undisclosed issues and allocates risk, ensuring that the buyer can rely on the seller’s statements when completing the transaction.
Property Representations and Warranties. Seller hereby represents and warrants to Purchaser as of the date of this Agreement as follows:
View SourceView Similar (2)
Property Representations and Warranties. (a) Each PAS Entity is vested with good, marketable fee simple title to such PAS Entity’s PAS Owned Real Property, free and clear of all Liens. (b) None of the PAS Entities has received any violations of any governmental regulations, nor any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any PAS Entity, with respect to any PAS Owned Real Property or PAS Leased Real Property. (c) All real estate Taxes or assessments applicable to the PAS Owned Real Property or the PAS Leased Real Property which are due and payable have been paid. (d) To PAS’ Knowledge, all of the buildings, fixtures, leasehold improvements, computers, equipment and other tangible and intangible assets necessary for the conduct of the business of each PAS Entity as now conducted and presently proposed to be conducted are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. To PAS’ Knowledge, there are no defects in such assets or other conditions relating thereto which materially adversely affect the operation or value of such assets. Each PAS Entity has valid title to all material personal property owned by it for its own benefit, and valid leasehold interests in all real and material personal property leased by it, in each case free and clear of all Liens, except Permitted Liens. Schedule 4.11(d) sets forth all leases of personal property held by each PAS Entity involving annual payments in excess of $100,000. None of the PAS Entities has received any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any PAS Entity, with respect to any of such PAS Entity’s owned or leased personal property. (e) No PAS Entity has leased or sublet, as lessor, sublessor, licensor or the like, any of the PAS Owned Real Property or PAS Leased Real Property. (f) There does not exist any pending or threatened condemnation or eminent domain proceedings, lawsuits or administrative actions that affect the PAS Owned Real Property or the PAS Leased Real Property, and no PAS Entity has received any written notice of the intention of any Governmental Body or other Person to take or use any PAS Owned Real Property or PAS Leased Real Property. (g) All improvements made by any PAS Entity on the PAS Owned Real Property or PAS Leased Real Property have received all the Permits required in connection with the ownership or operation thereof, and all such i...
View SourceView Similar (2)
Property Representations and Warranties. The representations and warranties of Sellers set forth in Section 5.2 or any certificate to the extent certifying as to the continued accuracy of the representations and warranties set forth in Section 5.2 (the "PROPERTY REPRESENTATIONS") will survive the Closing; provided, however, that any claim based upon a claimed breach of such representations and warranties must be made no later than January 4, 2000 or it shall be waived, except to the extent an indemnified person gives notice to Sellers of any breach thereof on or before January 4, 2000.
View Source
Property Representations and Warranties. Seller hereby represents and warrants to Purchaser that: (i) Except as set forth on Schedule 10(d)(i), Seller has not granted any Person any right of first refusal, option or other preferential right to purchase any Property or any portion thereof or any interest therein. (ii) Except for the matters set forth on Schedule 10(d)(ii), there is no action, suit, litigation, hearing or administrative proceeding pending or, to Seller’s Knowledge, threatened in writing against Seller which is not or would not be covered by insurance and which if adversely determined to Seller would have an Individual Material Adverse Effect. (iii) Except for the matters set forth on Schedule 10(d)(iii), there are no condemnation or eminent domain proceedings, or proceedings to change the zoning status of any Properties, which are pending or, to Seller’s Knowledge, threatened in writing against any of the Properties or Seller. (iv) Except for the matters set forth on Schedule 10(d)(iv) or as disclosed in any of the Phase I environmental site assessments or property condition reports listed on Schedule 14(b), no Seller has received written notice from any Governmental Authority (A) that any of the Properties, or the use and operation thereof, is in violation of any laws or regulations relating to Hazardous Materials in any material respect, (B) of the presence of any Hazardous Materials in, on or under the Property in violation of any laws or regulations relating to Hazardous Materials in any material respect, or (C) of any pending or threatened requests for information or inquiries or any investigations, action, suits, claims or proceeding relating to the existence, generation, release, production, disposal, treatment, emission, migration, transportation or storage of any Hazardous Materials in or on any of the Properties. (v) Each Property is being primarily operated as an assisted living facility, independent living facility, memory care facility, skilled nursing facility, or continuing care and retirement facility, together with, in each case, such other uses ancillary or related thereto. (vi) Seller has posted to the Data Site or otherwise provided to Purchaser a true and correct copy of the current forms of Residency Agreement used at each JV Property and, to Seller’s Knowledge, has posted to the Data Site or otherwise provided to Purchaser a true and correct copy of the current forms of Residency Agreement used at each Master Lease Property and each NY Property, in each case ...
View Source
Property Representations and Warranties. Each Loan Party represents and warrants with respect to each Property as follows:
View Source
Property Representations and Warranties. 13 3.1 The Company's Property Representations and Warranties....
View Source
Property Representations and Warranties 
View SourceView Similar (2)

Related to Property Representations and Warranties

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Licensor’s Representations and Warranties Licensor represents and warrants that: (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that: