Warranties and Representations of Seller Sample Clauses

Warranties and Representations of Seller. Seller warrants and represents to Buyer as follows: (a) Seller owns, beneficially and of record, the Shares free and clear of any and all liens, pledges, restrictions, encumbrances, hypothecations or other claims of any kind or nature, including any claims relating to or arising from the rights of or duties to any present or former spouse, excepting only restrictions on transfer imposed by federal and state securities laws and regulations and excepting the restrictions contained in the Shareholder Agreements, each of which Seller shall obtain the necessary consents and waivers and which shall be terminated as they relate to Seller as of the Closing Date. (b) Seller has full power and authority to execute and to deliver this Agreement and to perform his/her obligations hereunder. This Agreement constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has, and has been at all times since the Company’s inception, direct access to the operations and business of the Company and has integral knowledge of the Company’s business, operations and prospects. Seller has had a full and complete opportunity to ask questions and request information about the Company from the officers, directors and other employees of the Company, and acknowledges that any and all questions and requests which Seller has chosen to submit have been fully answered and fulfilled. Seller has determined that the present time and price is the most opportune time and price for Seller to sell the Shares, regardless of whether the value of the Shares appreciates in the near term or otherwise, and whether such appreciation is substantial or not. Seller acknowledges that, assuming continuing improvements in the financial performance of the Company, the value of the Shares is likely to increase substantially at some indeterminate time in the future, and possibly even in the near future. Nevertheless, Seller has determined to sell the Shares to Buyer at this time. Additionally, Seller acknowledges that the Purchase Price paid for the Shares was negotiated by Seller and Buyer at arms length and in good faith. However, Seller further agrees that the P...

Warranties and Representations of Seller. As of the date hereof and as of the Closing Date, Seller represents and warrants as follows:

Warranties and Representations of Seller. Except as expressly set forth in this Agreement, Buyer acknowledges that neither Seller nor Agent nor any Owner has made any representations or warranties with respect to the Property or any Individual Property, including, without limitation, the value, quality or character of the same or the physical or environmental condition thereof. Buyer further acknowledges that, except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner nor any officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner has made, and none of the foregoing is liable or bound in any manner by any express or implied warranties, guaranties, promises, statements, inducements or representations pertaining to the physical or environmental condition or state of repair of the Property or any Individual Property or any part thereof, the state of title thereof, the income collectability or legality of rents, expenses and operation thereof, the uses which can be made of the same, or any other matter or thing with respect thereto. Without limiting the foregoing, Buyer acknowledges and agrees that except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner is liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations or any other information concerning the Property or any Individual Property furnished by Seller, Agent or any Owner or any past or present officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner. Buyer represents that it will have inspected, examined and made an independent investigation of the physical and environmental condition and value of the Property, that it will know the condition and the uses thereof and agrees that Buyer is, except as otherwise expressly provided herein, purchasing and willing to accept the conveyance of the Property on an "AS IS," "WHERE IS" basis. The provisions of this paragraph and the preceding paragraph shall survive the Closing and the delivery of the deeds or the earlier termination of this Agreement. To induce Buyer to enter into this Agreement and to purchase the Property, as of the date of this Agreement, and at the date of Closing: (a) Seller represents and warrants to Buyer that (I) Seller has full power in accordance with law, and is duly authorized, to enter into this Agreement and to perform the covenants and transactions set fort...

Warranties and Representations of Seller. Seller represents and warrants to Buyer as follows: 17.1 Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Tennessee and has qualified to do business and is in good standing in each state where a hotel property is located, and has full power and authority to carry on its current business and to own, use and sell its assets and properties. 17.2 Seller has full power and authority and all necessary approvals to enter into this Agreement. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any provision of any agreement, document, or instrument to which Seller is a party or by which Seller is bound, except as otherwise noted in this Agreement. Seller has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby. 17.3 There is as of the date hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Seller's knowledge, threatened against Seller which might materially, adversely affect the transfer of the Purchased Assets to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether or not filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forth. 17.4 Seller has received no written notices of any violations of any laws, ordinances, regulations, rules or orders issued by any federal, state, or local governmental authority adversely affecting the Premises, except as noted in this Agreement. 17.5 To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant is a party to any contracts, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation of this Agreement, except as reflected in the preliminary title report and Schedule C attached hereto. 17.6 There are as of the date hereof no taxes outstanding against the Purchased Assets, other than those for which...

Warranties and Representations of Seller. To induce Purchaser to enter into this Agreement and to purchase the Property, Seller, in addition to the other representations and warranties set forth herein, makes the following representations and warranties, each of which is material and is being relied upon by Purchaser and shall survive Closing hereunder or merge into the Deed; A. That Seller owns fee simple record title to the Property, free and clear of all liens, special assessments, easements, reservations, restrictions and encumbrances other than the Permitted Exceptions and there are no tenancy, rental, leases, licenses, parties in possession, or other occupancy rights or agreements affecting the Property. B. That Seller has not received any notice, and has no knowledge, that the Property or any portion or portions thereof is or will be subject to or affected by: i. any special assessments, whether or not presently a lien thereon; or ii. any condemnation, eminent domain, change in grade of public streets, or similar proceeding. C. That there are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, affecting the Property or any portion or portions thereof or relating to or arising out of the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau, or agency or other governmental instrumentality. D. Seller has the full right, power and authority to enter into and deliver this Agreement and to consummate the purchase and sale of the Property in accordance herewith and to perform all covenants and agreements of Seller hereunder. E. Seller has no knowledge or notice that any present default or breach exists under any mortgage or other encumbrance encumbering the Property or any covenants, conditions, restrictions, rights-of-way or easements which may affect the Property or any portion or portions thereof and that, to the best of Seller’s knowledge, no condition or circumstance exists which, with the passage of time and/or the giving of notice, or otherwise, would constitute or result in a default or breach under any such covenants, conditions, restrictions, rights-of-way or easements. F. No commitments have been made to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or to any other organization, group, or individual, relating to the Property which would impose an obligation upon Purchaser or its successors or assig...

Warranties and Representations of Seller. A. Seller has good and marketable title to all of the assets free and clear of any liens, debts, attachments, pledges and other claims other than as expressly stated herein. B. Seller is paid current as of the Closing Date on all payments relating to the assets, if any. C. Any and all taxes, including without limitation, state and local sales and inventory, federal, state, and local income taxes, license fees and other administrative costs affecting or having the potential to effect the assets have been paid current as of the Closing Date. D. There has not been any default in any obligation to be performed under any contract to which Seller is a party related to or which might have an affect upon the assets. E. There is no suit, action, arbitration, administrative or governmental proceeding or inquiry pending or, to the best of Seller's knowledge, threatened against or affecting Seller, relating to any of the assets. F. Every consent, approval, authorization or order of any court or governmental agency that is required for the consummation by Buyer of the purchase transactions contemplated has been obtained and will be in effect on the date of the closing. G. Seller has complied with and is not in violation of applicable federal, state, and local statutes, ordinances and regulation, including without limitation, any applicable environmental, health, building, zoning, or other law, ordinance, or regulation affecting any of the assets, the premises, or the operation of Seller's dental practice being conducted at the premises. H. Seller has fully disclosed all facts and conditions that have or might reasonable have or might reasonably be expected to have an adverse impact on the assets.

Warranties and Representations of Seller. SELLER warrants and represents to the best of its knowledge and belief to PURCHASER as follows: a. SELLER has good, valid and indefeasible title to the Property, free and clear of any leases, liens, encumbrances or adverse claims. There is no party in possession of any portion of the Property as a lessee, occupant or otherwise. Except as recorded in the public record, there are no servitudes/covenants/restrictions affecting the Property b. SELLER has not received any notice and has no actual knowledge of any pending or threatened litigation or pending or threatened condemnation proceeding affecting the Property. c. There are no mechanic’s liens or unrecorded liens against the Property or for any activities attributable to SELLER, its agents or employees. d. All utilities, including (without limitation) water, electricity and sewer, are available to the Property. e. SELLER has the right, power and authority to execute this Agreement and to consummate the transactions contemplated herein. The person executing this Agreement on behalf of SELLER is authorized to execute this Agreement without the necessity of obtaining any other signature, consent or approval of any other person including (without limitation) any shareholder, officer, director, member, manager or other person/entity.

Warranties and Representations of Seller. Seller hereby warrants and represents to Buyer, which warranties and representations shall survive the Closing as hereinafter set forth, as follows:

Warranties and Representations of Seller. Seller hereby represents and warrants to Buyer all of the following, each of which is true in all respects as of the date of this Agreement and shall be so at Closing.