Common use of By Purchaser Clause in Contracts

By Purchaser. Purchaser represents and warrants to Seller as of the Effective Date that: 5.2.1 Purchaser is a corporation, partnership, limited liability company, trust or other type of business organization that is duly organized, validly existing and in good standing under the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is located. 5.2.2 Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Purchaser of its obligations hereunder. 5.2.3 This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms. 5.2.4 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property. 5.2.5 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the best of Purchaser’s knowledge, contemplated by Purchaser. 5.2.6 There are no actions, suits, claims or other proceedings (collectively, “Litigation”) pending or, to the best of Purchaser’s knowledge, contemplated or threatened against Purchaser that could affect Purchaser’s ability to perform its obligations when and as required under the terms of this Agreement.

By Purchaser. Purchaser represents As of the date hereof and warrants to Seller as of the Effective Date Closing Date, Purchaser represents, warrants and covenants to Seller that: 5.2.1 (i) The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and the compliance with the terms and provisions hereof will not conflict with or (with or without notice or the passage of time or both) result in a breach of any of the terms or provisions of, or constitute a default under agreement or instrument to which the Purchaser is a corporationparty or by which the Purchaser is bound, partnershipany applicable regulation or any judgment, limited liability company, trust order or other type decree of business organization that any court having jurisdiction over Purchaser. (ii) Purchaser has been duly organized and is duly organized, validly existing and in good standing under the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is located. 5.2.2 State of Maryland. Purchaser has taken all requisite action the full right and obtained all requisite consents, releases and permissions in connection with entering authority to enter into this Agreement and to consummate or cause to be consummated the instruments transactions contemplated herein to be made by Purchaser. The person signing this Agreement on behalf of Purchaser is authorized to do so. This Agreement constitutes, and all agreements and documents referenced herein contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Purchaser, enforceable in accordance with their respective terms. No other signatures or approvals are required under any covenant, agreement, encumbrance, law or regulation to make this Agreement fully enforceable by the Purchaser with respect to the obligations required hereunder, and no consent of any other party is required for Purchaser or the performance by Purchaser of its obligations hereunder. 5.2.3 Property. This Agreement isconstitutes, and all agreements, instruments agreements and documents to be contemplated hereby (when executed and delivered by Purchaser pursuant to this Agreement shall behereto) will constitute, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, the valid and legally binding upon Purchaser and obligations of Purchaser, enforceable in accordance with their respective terms. 5.2.4 Neither the execution (iii) Purchaser has sufficient funds available to consummate Closing. Purchaser shall indemnify and hold harmless Seller from and against any and all loss, expense (including without limitation reasonable attorney fees), liability, cost, claim, demand, action, cause of action and suit arising out of or in any way related to any breach of any representation, warranty, covenant or agreement of Purchaser under this Agreement nor the consummation Section 11(b) arising within one (1) year of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the PropertyClosing. 5.2.5 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the best of Purchaser’s knowledge, contemplated by Purchaser. 5.2.6 There are no actions, suits, claims or other proceedings (collectively, “Litigation”) pending or, to the best of Purchaser’s knowledge, contemplated or threatened against Purchaser that could affect Purchaser’s ability to perform its obligations when and as required under the terms of this Agreement.

By Purchaser. Purchaser represents and warrants to Seller as of the Effective Date that: 5.2.1 Purchaser is a corporation, partnership, limited liability company, trust or other type of business organization company that is duly organized, validly existing and in good standing under the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is located. 5.2.2 Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Purchaser of its obligations hereunder. 5.2.3 This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms. 5.2.4 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property. 5.2.5 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the best of Purchaser’s knowledge, contemplated by Purchaser. 5.2.6 There are no actions, suits, claims or other proceedings (collectively, “Litigation”) pending or, to the best of the Purchaser’s knowledge, contemplated or threatened against Purchaser that could affect the Purchaser’s ability to perform its obligations when and as required under the terms of this Agreement.

By Purchaser. Purchaser represents and warrants to Seller as of the Effective Date that: 5.2.1 5.2.1. Purchaser is a corporation, partnership, limited liability company, trust or other type of business organization that is duly organized, corporation validly existing and in good standing organized under and by virtue of the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is located. 5.2.2 State of New York. Purchaser has (i) the power, right and authority to enter into and perform all of the obligations required of Purchaser under this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby, (ii) taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, including, without limitation, the receipt of any and no all approvals and/or consents authorizing Purchaser to purchase from Seller the Property pursuant to the terms and provisions of this Agreement. No consent of any other party is required for the performance by Purchaser of its obligations hereunder. 5.2.3 5.2.2. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound. 5.2.4 5.2.3. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property. 5.2.5 5.2.4. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the best of Purchaser’s 's knowledge, threatened against, or contemplated by by, Purchaser. 5.2.6 There are no actions5.2.5. Subject to Section 10.1, suitsbelow, claims or other proceedings (collectivelyPurchaser agrees to indemnify Seller and hold Seller harmless and defend Seller from and against any and all loss, “Litigation”) pending orcost, claims, liabilities, damages and expenses, including, without limitation, reasonable third party attorneys' fees and expenses, to the best extent arising as the result of Purchaser’s knowledgea breach of any of the representations, contemplated warranties, covenants, agreements or threatened against obligations of Purchaser that could affect Purchaser’s ability to perform its obligations when and as required under the terms of set forth in this Agreement.

By Purchaser. Purchaser represents and warrants to Seller as of the Effective Date and will affirm as of the Closing Date that: 5.2.1 5.2.1. Purchaser is a corporationduly organized and validly existing corporation under the laws of Nevada, partnership, limited liability company, trust or other type of business organization that is duly organized, validly existing qualified to transact business and in good standing under the laws of the state in which it was organized and Purchaser is qualified to do business in the jurisdiction in which the Property is locatedState of Connecticut, and has full power to enter into this Agreement and to perform its obligations under this Agreement. 5.2.2 5.2.2. Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Purchaser of its obligations hereunder. 5.2.3 5.2.3. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms. 5.2.4 5.2.4. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property. 5.2.5 5.2.5. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal federal, state or state other bankruptcy law is pending against or, to the best of Purchaser’s 's knowledge, contemplated by Purchaser. 5.2.6 5.2.6. There are no actions, suits, claims or other proceedings (collectively, “Litigation”) pending or, to the best of the Purchaser’s 's knowledge, contemplated or threatened against Purchaser that could affect the Purchaser’s 's ability to perform its obligations when and as required under the terms of this Agreement. The representations and warranties of Purchaser in this Section 5.2 shall survive Closing for six (6) months.