Representations and Warranties of the Sellers as to the Assets Clause Samples

The 'Representations and Warranties of the Sellers as to the Assets' clause requires the sellers to formally declare specific facts and assurances about the assets being sold. This typically includes confirming ownership, the absence of liens or encumbrances, compliance with laws, and the condition or quality of the assets. By providing these representations and warranties, the clause protects the buyer by ensuring transparency and giving them recourse if the assets do not meet the stated conditions, thereby reducing the risk of undisclosed issues.
Representations and Warranties of the Sellers as to the Assets. Each Seller, for itself solely as it relates to such Seller’s Assets, hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date as follows:
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Representations and Warranties of the Sellers as to the Assets. Each Seller and Property Owner hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date, with respect to the relevant Asset and Property owned by such Seller or Property Owner, as follows:
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Representations and Warranties of the Sellers as to the Assets. Each Seller and City Center LLC hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date, with respect to the Asset and Property owned by such Seller or City Center LLC, as follows: (a) Ownership of the Asset. (i) Such Seller or City Center LLC is the owner of the Asset or Property free and clear of any lien, pledge, charge, security interest, encumbrance, title retention agreement, adverse claim or restriction except for the Permitted Exceptions and (ii) with respect to the Ground Lease, the Ground Lease is in full force and effect, neither Seller, nor City Center LLC, has received any notice of default (which remains uncured) and knows of no event which with the giving of notice or the passing of time or both will constitute a default under such Ground Lease, and the Seller and City Center LLC have not terminated or modified or, as applicable, caused City Center LLC to terminate or modify the Ground Lease, except as set forth on Schedule A-2. It has the right to sell the Asset pursuant to the terms of this Agreement. Upon transfer of the Asset by Seller to the Buyer and upon delivery by the Buyer to the Sellers of the Purchase Price, the Buyer will receive the Asset free and clear of any encumbrances other than (i) the Permitted Exceptions and (ii)any encumbrances arising from acts of the Buyer or its affiliates. It has not prior to the date hereof sold (or entered into an agreement to sell) the Asset, and with respect to the Property, the Seller has not caused City Center LLC to sell (or enter any agreement to sell) said Property (except for the possible granting of security interests, all of which, except with respect to the NY Life Loan being assumed or taken subject to by Buyer, will be terminated prior to the Closing). Other than as set forth on Schedule C-1 hereto and except as contained in the Loan Documents, there are no options, instruments or agreements to which any Interest is bound or pursuant to which any such Interest might be restricted or otherwise encumbered.
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Related to Representations and Warranties of the Sellers as to the Assets

  • Representations and Warranties of the Seller as to the Receivables The Seller has made, in the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Issuer shall be deemed to have relied on such representations and warranties in accepting the Receivables. Such representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.01(a), the Depositor has sold, transferred, assigned and otherwise conveyed to the Issuer, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of such representations and warranties. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuer under this Agreement, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement and that the Issuer shall not be obligated to enforce any such right indirectly through the Depositor.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties of the Vendor The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.