“Charge” means any encumbrance, lien, hypothec, lien, hypothec, retention of title agreement, security rights of any kind, adverse claims, exceptions, reserves, easements, rights of use, all matters that may be registered against titles, options, pre-emptive rights, liens or contracts for the establishment of any of the above rights. “Transaction Documents” means, collectively, (i) this Agreement; (ii) the xxxx of the sale; and (iii) other agreements, instruments and documents that are to be provided at closing or otherwise required in connection with the transactions contemplated herein. Section 4.08 Consents and Approvals. There is no obligation to submit, notify or obtain any license, permit, certificate, registration, authorization, consent or approval (“State Approvals”) from any government agency as a condition of the legal completion of the transactions provided for in this Agreement. There is no requirement under any contract relating to painting to which Seller is a party or by which seller is required to notify or obtain the consent or approval of any party to such agreement, instrument or obligation with respect to the completion of the transactions provided for in this Agreement. “Contract” means any agreement, contract, contract, lease, fiduciary act, license, option, instrument or other obligation, whether written or oral. Section 4.03 No Other Purchase Agreement. No person other than the buyer has any written or oral agreement or option or right or privilege (whether legal, preventive or contractual) that may become an agreement or option for the purchase or acquisition of the seller of the painting. Article 7.09 Right to set-off. To the fullest extent permitted by law, Buyer shall have the right to set off and enforce any amount owed to it by Seller under this Agreement or any other agreement or arrangement against any amount due to Seller. Section 2.01 Purchase and sale of paintings. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and transfer to Buyer the Table and all rights, title and interests of Seller therein, free and free of charge, and Buyer agrees to withdraw Seller`s Table with effect from the effective date of the Table and all rights, Title and interests of the seller to be purchased. Section 2.02 Purchase Price.
The total purchase price payable by Buyer to Seller for the Painting is $700,000 (the “Purchase Price”), payable by Buyer at closing. Seller represents and warrants to Buyer the following and acknowledges that Buyer relies on these representations and warranties in connection with Buyer`s purchase of the Paint and other transactions under this Agreement: Section 8.03 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, understandings, negotiations and discussions. There are no conditions, representations, agreements, representations, warranties or other provisions, express or implied, of warranty, statutory or otherwise, relating to the subject matter of this Agreement, except as provided herein. . Section 4.02 Authorization. This Agreement and the Transaction Documents have been duly authorized, signed and delivered by Seller and each constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with their respective terms, unless performance may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors in general and with the exception, that appropriate remedies may be granted only at the discretion of a court of competent jurisdiction. “Sales Xxxx” means the xxxx of the sale essentially in the form attached hereto as Schedule 1.
Article 8.09 Waiver of jury proceedings. AS AN EXPRESSLY NEGOTIATED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT AND TO COMPLETE THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT, BUYER AND SELLER (AFTER HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL) HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY IN ANY LEGAL PROCEEDING OR OTHER ACTION WITH RESPECT TO ANY RELATED MATTER IN ANY ACTION, ANY PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE CORRELATION WITH THIS AGREEMENT OR THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT. Section 4.04 No Violation. THIS XXXX SALE commenced on or after [July 7, 2020 (this “Sale Xxxx”), by The Pace Gallery LLC, a New York limited liability company (“Seller”), in favor of Masterworks 010, LLC, a Delaware limited liability company (“Buyer”). For the value obtained, the Seller irrevocably sells, transfers, transfers and transfers, without condition or reservation of any kind, an acrylic painting on canvas of Xxx Xxxxxx entitled Tracing in dimensions 48-1/4â x 71-1/2â x 4-3/4â (122.6 cm x 181.6 cm x 12.1 cm) (the “Painting”) and all legal and equitable property rights and property rights in the painting, own and hold the painting for the buyer, his legal successors and his successors in title. . Section 7.08 Cooperation. The Indemnified Party and the Indemnifying Party shall cooperate fully with respect to any third party claims and shall provide each other with full advice in this regard (including the prompt provision of copies of all relevant documents as soon as they become available).
“Authentic” is a real example, not a copy or counterfeit of a work by Xxx Xxxxxxx created between 1965 and 1975. “Person” means any person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, partnership or partnership with or without capital, unregistered association, trust, trustee, executor, director or other legal personal representative, regulatory body or agency, governmental or governmental authority, authority or partnership, regardless of its designation or constitution. “Affiliation” to a person means any other person who, directly or indirectly, through one or more intermediaries, controls, controls or is under common control with that person. The term “control” (including the terms “controlled by” and “under common control with”) refers to the direct or indirect possession of the power to determine or induce the direction of a person`s management and policy, whether through the possession of voting securities, by contract or otherwise. .
