Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.
Buyer Buyer represents and warrants to Seller as follows:
Indemnification of Company and Selling Stockholders The Underwriter will indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any Selling Stockholder, each of its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the fourth, seventh and eleventh paragraphs and information with respect to stabilization transactions appearing in the sixteenth paragraph, in each case under the caption “Underwriting.”
Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:
Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.
SELLERS Fenway Panther Holdings, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Asst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Manager Address: 0000 Xxxxxxx Xxxx Medina, OH 44256 Facsimile: Telephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, XX 00000 Facsimile: Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx
The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................
REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:
Seller’s Affidavit A customary seller's affidavit in the form ------------------ required by the Title Company;
CONTRIBUTOR Xxxxxxx CIV LLC, a Delaware limited liability company By: Priam Capital Fund III, L.P., as Manager By: Priam Capital GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory OPERATING PARTNERSHIP: Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer REIT Priam Properties Inc., a Maryland corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer PRIAM GPS: Priam Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Exhibit A Contributed Contributed Consideration Contributor Entity Interest Property OP Units (#) Cash ($) Xxxxxxx CIV LLC Xxxxxxx Office LLC 99.99 % 1400 Xxxxxxx, 1404 Xxxxxxx 179,190 0 Exhibit B
