Common use of Buyer’s Representations Clause in Contracts

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that: 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (i) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (ii) any law or any order, writ, injunction or decree of any court or governmental authority applicable to Buyer.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that:Sellers (which, at closing, shall also be true and correct as to any Buyer Subsidiaries with respect to any closing documents entered into by Buyer Subsidiaries): 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, and to perform each of these covenants on it part to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Buyer is not a “foreign person” within the meaning of Section 1445(f) of the Code. 4.2.4 Neither Buyer nor nor, to Buyer’s knowledge, any person or entity that controls the management and policies of its affiliatesBuyer or owns directly or indirectly more than fifty percent (50%) of Buyer, nor any and, to Buyer’s knowledge, no employee, officer, director, representative or agent of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, Buyer is a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and and, to Buyer’s knowledge, is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 4.2.5 No authorization, consent consent, or approval of any governmental authority (including, without limitation, including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 4.2.6 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair or affecting Buyer, which if determined adversely, may affect its ability to perform its obligations under this Agreementhereunder. 4.2.6 4.2.7 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s any of its creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s its assets, (v) admitted in writing its inability to pay its debts as they come due due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 4.2.8 Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer Buyer, or (iib) any law or any order, writ, injunction or decree of any court or governmental authority applicable authority, or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to Buyerany such agreement or instrument. 4.2.9 Buyer is an affiliate of Xxxxx & Xxxxx Healthcare REIT II, Inc.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that, to the best of Buyer’s knowledge: 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither To the best of Buyer’s knowledge, neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 4.2.6 Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (iib) any law or any order, writ, injunction or decree of any court or governmental authority applicable authority, or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to Buyerany such agreement or instrument.

Buyer’s Representations. Buyer makes the following representations represents and warranties warrants to Seller that:as follows (“Buyer’s Representations”): 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under 10.1. Xxxxx has the laws of the State of Delaware. 4.2.2 Buyer has full legal power, right, power and authority and is duly authorized to enter into this Agreement and, as of and the Closing Date, instruments referred to perform each of these covenants to be performed by Buyer hereunder herein and to execute consummate the transactions contemplated herein. 10.2. The person(s) executing this Agreement and deliver the instruments referred to herein on behalf of Buyer have the legal power, right, and actual authority to perform its obligations under bind Buyer to the terms and conditions of this Agreement. 10.3. This Agreement and all documents required by it to be executed by Xxxxx are and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and shall be valid, legally binding obligation obligations of Buyer, and enforceable against Buyer in accordance with its their terms. 4.2.3 Neither 10.4. This Agreement does not breach or violate any term or provision of any other agreement or contract to which Buyer nor is a party. 10.5. The Federal Government, Executive Order 13224, requires that business persons of the United States not do business with any individual or entity on a list of its affiliates“Specially Designated nationals and Blocked Persons” - that is, nor any of their respective partners, members, shareholders individuals and entities identified as terrorists or other equity ownerstypes of criminals. Buyer hereinafter certifies that: 10.5.1. It is not acting, and none directly or indirectly, for or on behalf of their respective employeesany person, officersgroup, directorsentity, representatives or agents is, nor will they become, a person nation named by any Executive Order or entity with whom the United States persons Treasury Department as a terrorist, specially designated national and/or blocked person, entity, nation, or entities are restricted from doing business under regulations of transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Asset Control Assets Control; and 10.5.2. It has not executed this Agreement, directly or indirectly on behalf of, or instigating or facilitating this Agreement, directly or indirectly on behalf of, any such person, group, entity, or nation. 10.5.3. Xxxxx hereby agrees to defend, indemnify, and hold harmless Seller from and against any and all claims, damages, losses, risks, liabilities, and expenses (“OFAC”including attorney’s fees and costs) arising from or related to any breach of the Department certification set forth in this Section 10.5. This certification by Xxxxx and agreement to indemnify, hold harmless, and defend Seller shall survive Closing or any termination of this Agreement 10.6. Buyer’s Representations are materially true and correct as of the Treasury (including those named Effective Date and shall be continue to be materially true and correct thereafter and through the Closing Date, except as necessarily revised by any material change therein, which Buyer hereby agrees to promptly communicate to Seller, after the Effective Date and on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten prior to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entitiesClosing. 4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (i) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (ii) any law or any order, writ, injunction or decree of any court or governmental authority applicable to Buyer.

Buyer’s Representations. Buyer makes the following representations warrants and warranties represents to Seller thatSeller: 4.2.1 Buyer is a duly formed and validly existing limited liability company validly formed in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized Prior to enter into this Agreement and, or as of the Closing Date, (a) Buyer shall have full power and authority to enter into this Agreement, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and to consummate the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement constitutes and all documents contemplated hereby by Buyer have been duly and validly authorized by all necessary action on the part of Buyer and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Buyer is a party; (c) this Agreement is a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. 4.2.3 Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No authorization, consent consent, or approval of any governmental authority (including, without limitation, including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair or affecting Buyer, which if determined adversely, may affect its ability to perform its obligations under this Agreementhereunder. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization organizational certificate and/or partnership or operating agreement of Buyer Buyer, or (iib) to Buyer’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority applicable authority, or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to Buyerany such agreement or instrument.

Buyer’s Representations. Buyer makes the following representations represents and warranties warrants to Seller that:as follows (“Buyer’s Representations”): 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 9.1. Buyer has full the legal power, right, power and authority and is duly authorized to enter into this Agreement and, as of and the Closing Date, instruments referred to perform each of these covenants to be performed by Buyer hereunder herein and to execute consummate the transactions contemplated herein. 9.2. The person(s) executing this Agreement and deliver the instruments referred to herein on behalf of Buyer have the legal power, right, and actual authority to perform its obligations under bind Buyer to the terms and conditions of this Agreement. 9.3. This Agreement and all documents required by it to be executed by Buyer are and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and shall be valid, legally binding obligation obligations of Buyer, and enforceable against Buyer in accordance with its their terms. 4.2.3 Neither 9.4. This Agreement does not breach or violate any term or provision of any other agreement or contract to which Buyer nor is a party. 9.5. The Federal Government, Executive Order 13224, requires that business persons of the United States not do business with any individual or entity on a list of its affiliates“Specially Designated nationals and Blocked Persons” - that is, nor any of their respective partners, members, shareholders individuals and entities identified as terrorists or other equity ownerstypes of criminals. Buyer hereinafter certifies that: 9.5.1. It is not acting, and none directly or indirectly, for or on behalf of their respective employeesany person, officersgroup, directorsentity, representatives or agents is, nor will they become, a person nation named by any Executive Order or entity with whom the United States persons Treasury Department as a terrorist, specially designated national and/or blocked person, entity, nation, or entities are restricted from doing business under regulations of transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Asset Control Assets Control; and 9.5.2. It has not executed this Agreement, directly or indirectly on behalf of, or instigating or facilitating this Agreement, directly or indirectly on behalf of, any such person, group, entity, or nation. 9.5.3. Buyer hereby agrees to defend, indemnify, and hold harmless Seller from and against any and all claims, damages, losses, risks, liabilities, and expenses (“OFAC”including attorney’s fees and costs) arising from or related to any breach of the Department certification set forth in this Section 9.5. This certification by Buyer and agreement to indemnify, hold harmless, and defend Seller shall survive Closing or any termination of this Agreement 9.6. Buyer’s Representations are materially true and correct as of the Treasury (including those named Effective Date and shall be continue to be materially true and correct thereafter and through the Closing Date, except as necessarily revised by any material change therein, which Buyer hereby agrees to promptly communicate to Seller, after the Effective Date and on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten prior to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entitiesClosing. 4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (i) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (ii) any law or any order, writ, injunction or decree of any court or governmental authority applicable to Buyer.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that, to the best of Buyer’s knowledge: 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, and to perform each of these covenants on it part to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 The execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. 4.2.4 Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 4.2.5 No authorization, consent consent, or approval of any governmental authority (including, without limitation, including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 4.2.6 There are no actions, suits or proceedings pending, or, to the best of threatened against, or affecting Buyer’s knowledge, threatened against Buyer that which if determined adversely, would impair affect its ability to perform its obligations under this Agreementhereunder. 4.2.6 4.2.7 Buyer has not (ia) made a general assignment for the benefit of creditors, (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iiic) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (ve) admitted in writing its inability to pay its debts as they come due due, or (vif) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 4.2.8 Neither the execution, delivery or performance of this Agreement nor compliance herewith (a) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (i) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer Buyer, or (ii) any law or any order, writ, injunction or decree of any court or governmental authority applicable authority, or (b) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to Buyerany such agreement or instrument. 4.2.9 Buyer has been made aware that the City of Tucson has planned improvements to Grant Road and the intersection of Grant Road and Alvernon Way at which the Property is situated and will undertake its own inquiry with respect to such plans and the design thereof as Buyer may elect.

Buyer’s Representations. Buyer makes represents and warrants to the following representations and warranties to Seller thatSellers as follows: 4.2.1 (a) Buyer is a corporation duly formed and organized, validly existing limited liability company and in good standing under the laws of the State of Delaware. 4.2.2 Buyer has Maryland and is qualified in California with full right, power and authority and is duly authorized to enter into and comply with the terms of this Agreement; (b) Subject to Section 5.7, this Agreement and, as of and all documents executed by Buyer which are to be delivered to the Sellers at the Closing Dateare or at the time of Closing will be duly authorized, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed executed, and delivered by it pursuant to Buyer and this Agreement and this Agreement constitutes the such documents are or will be valid and legally binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is do not and at the time of Closing will not engage in violate any dealings provisions of any agreement or transactions judicial order to which Buyer is a party or be otherwise associated with such persons or entities.to which Buyer is subject; 4.2.4 No authorization, (c) Neither Buyer's execution and delivery of this Agreement nor Buyer's performance of all obligations hereunder require the consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of person other than Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the . Such execution, delivery or and performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will not result in a breach of or constitutes or will constitute a default under any indenture, loan or credit agreement, deed of trust, mortgage or other agreement; and (d) (1) As of the date of sale, (i) Buyer will not be an employee benefit plan, as defined in Section 3(3) of the articles Employee Retirement Income Security Act of incorporation 1974, as amended ("ERISA"), which is subject to Title I of ERISA, nor a plan as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (each of the foregoing are hereinafter referred to collectively as "Plan"), and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (ii) any law the assets of Buyer used to purchase the Property will not constitute plan assets of one or any order, writ, injunction or decree more such Plans within the meaning of any court or governmental authority applicable to BuyerDepartment of Labor ("DOL") Regulation Section 2510.3-101.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that, to the best of Buyer’s knowledge: 4.2.1 4.4.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 4.4.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither Buyer nor any of its affiliates4.4.3 The execution, nor any of their respective partners, members, shareholders or other equity ownersdelivery, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or by Buyer and the consummation of the transactions contemplated hereby will conflict with or results or will result in a breach of or constitutes or will constitute a default under not (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer or (ii) violate any law or any orderjudgment, writ, injunction order or decree of any court or governmental authority applicable to Buyer; or (b) constitute a default pursuant to any commitment, contract or agreement to which Buyer is a party or is bound; or (c) violate any of its organizational documents. 4.4.4 Buyer has obtained all consents necessary to the execution, delivery and performance of this Agreement by Buyer and consummation of the transactions contemplated herein. 4.4.5 There is no suit or proceeding pending or, to the knowledge of Buyer, threatened in writing, in any court or other governmental instrumentality, which would affect Buyer’s ability to acquire the Property. 4.4.6 Neither Buyer nor, to Buyer’s knowledge, any direct or indirect owner of Buyer is (a) identified on the OFAC List (as defined in Section 4.1.4, infra), or (b) a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that:(which, at Closing, shall be true and correct as to Buyer): 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as on or prior to the expiration of the Closing DateDue Diligence Period, will be duly authorized to perform each of these covenants on it part to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither Buyer nor any and none of its affiliatesAffiliates, nor and none of any of their respective partners, members, shareholders or other equity owners, and to Buyer’s knowledge, none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not intentionally engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No To Buyer’s knowledge, no authorization, consent consent, or approval of any governmental authority (including, without limitation, including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair Buyer, which if determined adversely, may affect its ability to perform its obligations under this Agreementhereunder. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any of Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of any Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer Buyer, or (iib) to Buyer’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority authority. 4.2.8 Buyer shall promptly notify Seller, in writing, of any event or condition known to Buyer which occurs prior to the Closing, which causes a change in the facts relating to, or the truth or accuracy of, any of the representations or warranties. 4.2.9 Neither execution by Buyer of this Agreement nor the consummation by Buyer of the transactions contemplated by this Agreement will (i) result in a breach of any of the terms or provisions of, or constitute a default under any agreement, instrument or obligation to which Buyer is a party; or (ii) constitute a violation of any law, order, rule or regulation applicable to Buyer, of any federal, state or municipal body, or other governmental or quasi-governmental body having jurisdiction over Buyer. All information given by Buyer to Seller in this Agreement or in the documents delivered at Closing shall be true and accurate in every material respect as of the Effective Date hereof and at the Closing, and Buyer has not failed to disclose any fact to Seller necessary to make the statements herein or in the documents delivered at Closing not misleading and Buyer has no knowledge or information of any facts, circumstances, or conditions that are inconsistent with the representations and warranties contained herein.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that:(which, at Closing, shall also be true and correct as to any Affiliate or Buyer with respect to any closing documents entered into by an Affiliate of Buyer): 4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as on or prior to the expiration of the Closing DateDue Diligence Period, will be duly authorized to perform each of these covenants on it part to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither Buyer nor any and none of its affiliatesAffiliates, nor and none of any of their respective partners, members, shareholders or other equity owners, and to Buyer’s knowledge, none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not intentionally engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 No To Buyer’s knowledge, no authorization, consent consent, or approval of any governmental authority (including, without limitation, including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair Buyer, which if determined adversely, may affect its ability to perform its obligations under this Agreementhereunder. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any of Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of any Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer Buyer, or (iib) to Buyer’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority authority. 4.2.8 Buyer shall promptly notify Seller, in writing, of any event or condition known to Buyer which occurs prior to the Closing, which causes a change in the facts relating to, or the truth or accuracy of, any of the representations or warranties. 4.2.9 Neither execution by Buyer of this Agreement nor the consummation by Buyer of the transactions contemplated by this Agreement will (i) result in a breach of any of the terms or provisions of, or constitute a default under any agreement, instrument or obligation to which Buyer is a party; or (ii) constitute a violation of any law, order, rule or regulation applicable to Buyer, of any federal, state or municipal body, or other governmental or quasi-governmental body having jurisdiction over Buyer All information given by Buyer to Seller in this Agreement or in the documents delivered at Closing shall be true and accurate in every material respect as of the Effective Date hereof and at the Closing, and Buyer has not failed to disclose any fact to Seller necessary to make the statements herein or in the documents delivered at Closing not misleading and Buyer has no knowledge or information of any facts, circumstances, or conditions that are inconsistent with the representations and warranties contained herein.

Buyer’s Representations. Buyer makes the following representations and warranties to Seller that, to the best of Buyer’s knowledge: 4.2.1 Buyer or its permitted assignee is or will be prior to Closing a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. 4.2.2 . Buyer is qualified to do business in the State where the Real Property is located. Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing DateAgreement, to perform each of these covenants to be performed by Buyer hereunder this Agreement, and to execute consummate the transactions contemplated hereby. The execution, delivery and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to performance of this Agreement and this all documents contemplated hereby by Buyer have been duly and validly authorized by all necessary action on the part of Seller, and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Buyer is a party. This Agreement constitutes the is a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Neither 4.2.2 To the best of Buyer’s knowledge, neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entitiesentity. 4.2.4 4.2.3 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement. 4.2.6 4.2.4 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 4.2.5 Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (ia) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer. 4.2.6 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.7 Buyer will not knowingly take or (ii) cause to be taken any law action or fail to perform any orderobligation which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Closing Date. Further, writBuyer shall immediately notify Seller, injunction or decree in writing, of any court event or governmental authority applicable condition known to BuyerBuyer that occurs prior to Closing and causes a change in the facts relating to, or the accuracy of, any of the representations or warranties of Buyer contained in this Agreement.