Representations and Warranties of the Seller Contract Clauses (133)

Representations and Warranties of the Seller. In connection with the transactions contemplated by this Agreement, Seller, hereby represents and warrants to the Purchaser as follows: 2.1 Selling Stock Title. The Seller is the owner of the Selling Stock and that it is authorized to sell the Selling Stock. The Selling Stock is free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser. 2.2 Compliance with Laws. Seller has ...complied with all applicable city, state, and federal laws, ordinances, regulations, and rules with respect to the conduct of its operations, and has not received any notice or notices (whether written or oral) of violations of any such statutes or regulations which have not been cured. 2.3 Organization and Good Standing. Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and shall be duly registered as a foreign company operating in the State of Florida within fifteen (15) days following the Closing Date. 2.4 Authority Relative to this Agreement. The execution and performance of this Agreement by Seller has been duly and validly authorized by all necessary action on the part of Seller. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. 2.5 Binding Obligation. This Agreement is the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. 2.6 No Conflict. The signing and delivery of this Agreement by Seller and the performance by Seller of all of Seller's obligations under this Agreement will not: 2.7 conflict with Seller's organizational documents; 2.8 breach any agreement to which Seller is a party, or give any person the right to accelerate any obligation of Seller; 2.9 violate any law, judgment, or order to which Seller is subject; 2.10 require the consent, authorization, or approval of any person, including but not limited to any governmental body, other than those consent already provided by Seller to Purchaser; or 2.11 any other agreement to which Seller is a party. 2.12 Litigation. There is no legal action or suit pending against Seller or any party, to the knowledge of the Seller, that would materially affect this Agreement. 2.13 Contracts. There are no existing contracts and there are no existing disputes or grounds for dispute under any such cancelled contracts and no act, event, or omission has occurred that, whether with or without notice, lapse of time, or both, would constitute a material default under such cancelled contracts. 2.14 Taxes. All tax returns of every kind (including returns of real and personal property taxes, intangible taxes, withholding taxes, and unemployment compensation taxes) that Seller was required to file in accordance with any applicable law have been duly filed, and all taxes shown to be due on such returns have been paid in full. 2.15 Disclosure. No representation, warranty, or statement made by Seller in this Agreement contains or will contain any untrue statement or omit or will omits any fact necessary to make the statements contained herein or therein not misleading. Seller has disclosed to Purchaser all facts that are material to the financial condition, operation, or prospects of the Seller. 2.16 Investment Experience. Seller is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the purchasing of the Selling Stock. View More

Representations and Warranties of the Seller. Seller hereby represents and warrants to the Buyer on the date hereof and on the Closing Date that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its t...erms, except as enforceability hereof may be limited by bankruptcy, insolvency, moratorium, and other similar laws relating to creditors' rights generally and by general equitable principles; (c) it is the lawful owner, beneficially and of record, of its portion of the Purchased Interest, and upon consummation of the sale and delivery of such portion of the Purchased Interest hereunder, the relevant Class AQ Units shall be free and clear of all liens, claims, restrictions and other encumbrances, other than those arising under the Partnership Agreement; (d) it has full legal right, power and authority to sell and deliver the Purchased Interest to the Buyer pursuant to this Agreement; (e) the sale of its portion of the Purchased Interest to the Buyer pursuant to this Agreement is made in accordance with all applicable laws and regulations and does not breach or violate any contract or agreement to which it is a party or by which it or its portion of the Purchased Interest is bound; (f) it has not sold or transferred its portion of the Purchased Interest, any portion thereof or any interest therein to any other person, and no other person has any right or option to acquire its portion of the Purchased Interest, or any portion thereof or any interest therein; and (g) neither it nor any of its affiliates, nor any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions, or finder's fees in connection with the transactions contemplated by this Agreement except for the brokers who are compensated in accordance with the terms of the Business Combination Transaction. (h) it acknowledges that it is a sophisticated seller with respect to the purchase, sale and valuation of securities such as the Purchased Interest, the shares of Common Stock and the New Parent Shares. Additionally, it acknowledges that it has adequate information concerning the Purchased Interest, the shares of Common Stock and the New Parent Shares, and the business and financial condition of the Partnership and its affiliates, the Issuer and New Parent to make an informed decision regarding the sale of the Purchased Interest and the acquisition of the shares of Common Stock and the New Parent Shares, and has independently and without reliance upon the Partnership, and based upon such information as it has deemed appropriate, made its own analysis and decision to sell the Purchased Interest and acquire the shares of Common Stock and the New Parent Shares. View More

Representations and Warranties of the Seller. The Seller hereby represents and warrants to Purchaser as follows: 2.1 Organization and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite limited liability company power and authority to carry on its business as now conducted and as proposed to be conducted. 2.2 Authorization. All action on the part of the Seller, its managers and unit holders necessary for the authorizati...on, execution and delivery of this Agreement, the performance of all obligations of the Seller hereunder, and the sale of the Transferred Units being sold hereunder has been taken, and this Agreement constitutes a valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 2.3 Title to Transferred Units. The Seller owns the Transferred Units, beneficially and of record, free and clear of all mortgages, liens and encumbrances, except for restrictions arising under applicable securities laws. View More

Representations and Warranties of the Seller. Sellers hereby make the following representations and warranties to the Purchaser, which may be relied on by any subsequent Purchaser of the Purchasers' capital stock and their counsel: (a) The Securities are exempt from registration pursuant to §1145 of the United States Bankruptcy Code. Sellers are the record and beneficial owner of the Securities free and clear of all any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind. Sellers ...have the absolute right to sell and transfer the Securities to the Purchaser as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Securities to Purchaser hereunder, Purchaser will acquire good and marketable title to the Securities free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another other than pursuant to applicable securities laws and regulations. (b) Sellers have the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Sellers' obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Sellers in connection with the execution and performance by the Sellers of this Agreement or the execution and performance by the Sellers of any agreements, instruments or other obligations entered into in connection with this Agreement. (c) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Sellers' knowledge, threatened against the Sellers or any of Sellers' properties. There is no judgment, decree or order against the Sellers that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. (d) There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Sellers' knowledge, threatened against the Sellers or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Sellers' knowledge, threatened against the Sellers. (e) The Sellers have complied with, are not in violation of, and have not received any notices of violation with respect to, any federal, state, local or foreign law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to "Laws" shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order). View More

Representations and Warranties of the Seller. The Seller represents and warrants to Buyers that, as of the date hereof and as of the Closing Date: (a) Due Organization, Authority. Seller is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. (b) Validity; Enforcement. This Agreement has been duly and ...validly authorized, executed and delivered on behalf of Seller and shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) No Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby will not, (i) result in a violation of the organizational documents of Seller, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Seller is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Seller, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations hereunder. 4 (d) Title. Seller is the lawful owner of the Shares, free and clear of all security interests, liens, encumbrances, equities and other charges that would limit the transferability of the Shares; except for a restriction on transferability which may be required by U.S. federal and state securities laws and the Separation Agreement. (e) Taxes. Seller has paid all taxes on the Shares and there are no liens or claims on the Shares. (f) No Rights. There are no existing warrants, options, stock purchase agreements, redemption agreements, calls or rights to subscribe of any character relating to the Shares. (g) Litigation. The Shares are not subject to current or pending litigation or to Seller's knowledge, threatened litigation. (h) No General Solicitation. Neither the Seller, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. Seller has not engaged any placement agent or other agent in connection with the sale of the Shares. View More

Representations and Warranties of the Seller. 3.1 Each Seller hereby represents and warrants, severally and not jointly, except with respect to Section 3.1(h) which shall be jointly and severally, to the Buyer on the date hereof and on the Closing Date that: (a) Sophisticated Seller. Each Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of the Founder Shares to the Buyer. (b) Independent Investigation. Each Seller, in making its decision to sell the Founder Shares, has not rel...ied upon any oral or written representations or assurances from the Company, the Buyer, or any of their officers, directors or employees or any other representatives or agents of the Buyer or the Company, except as expressly set forth herein. Each Seller has had access to and reviewed all of the filings made by the Company with the Securities and Exchange Commission (the "SEC"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), in each case to the extent available publicly accessible via the SEC's Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). (c) Authority. This Agreement has been validly authorized, executed and delivered by each Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Seller will not result in any violation of the Company's charter or bylaws or of any statute, rule or regulation to which such Seller is subject, or constitute, with or without the passage of time and giving of notice, an event that results in the creation of any lien, charge or encumbrance upon any of the Founder Shares. (d) Ownership. Each Seller is, or will be, as of the date hereof and the date of Closing, the legal and beneficial owner of his or its respective Founder Shares, free and clear of all liens, charges, claims and encumbrances, and such Seller will transfer to the Buyer good and marketable title to his or its respective Founder Shares. There are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Founder Shares, or any arrangements that require or permit any of the Founder Shares to be voted by or at the discretion of anyone other than such Seller. Other than this Agreement and the Expense Agreement, no Seller is a party to any agreements to sell or otherwise transfer the Founder Shares. There are no restrictions of any kind on the transfer of the Founders Shares, except those imposed by the Securities Act or applicable state securities laws. 3 (e) No Legal Advice from Buyer. Each Seller acknowledges that he or it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his and its own legal counsel and investment and tax advisors. Each Seller is relying solely on such counsel and advisors and not on any statements or representations of the Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement. (f) Compliance with Laws. To the Company's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, on the part of any Seller, is required in connection with the consummation of the transactions contemplated by this Agreement. (g) Exempt Transaction. Based in part upon Sellers' reliance on the Buyer's representations in Section 4 hereof, the sale of the Founder Shares contemplated by this Agreement is exempt from registration under the Securities Act. (h) Representations of the Company. Mr. Rapp makes the representations concerning the Company as set forth in Schedule A attached hereto and made a part hereof. View More

Representations and Warranties of the Seller. The Seller warrants, covenants and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that: (a) the Seller is, and immediately prior to and at the Closing, the Seller shall be the legal and beneficial owner of the Purchased Shares and on the Closing Date, the Seller shall transfer to the Purchaser the Purchased Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character; (b) the Seller has the legal pow...er and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby; and (c) the Seller is, or has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"); (d) to the best of the knowledge, information and belief of the Seller there are no circumstances that may result in any material adverse effect to the Company or the value of the Purchased Shares that are now in existence or may hereafter arise; (e) as of the Closing Date the Seller shall not be indebted to the Company and the Company shall not be indebted to the Seller; (f) the authorized capital of the Company consists of 150,000,000 common shares, par value $0.001, of which a total of 9,800,000 common shares have been validly issued, are outstanding and are fully paid and non-assessable; (g) no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in the capital of the Company; (h) the Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement; (i) there are no claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings or investigations pending or, threatened against or affecting the Company, at law or in equity, before or by any Court, administrative agency or other tribunal or any governmental authority or any legal basis for same; (j) the Company is a "shell company" as that term is defined in the Securities Act and the rules and regulations promulgated thereunder; and (k) the Seller's Shares, including the Purchased Shares, are "restricted securities" as that term is defined in the Securities Act and the rules and regulations promulgated thereunder. View More