Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (c) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (d) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (e) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer all or any portion of the Property, (f) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (g) no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain ot...
Certain Representations and Warranties by Seller. Each Seller, for itself and its Individual Property, hereby represents and warrants to Purchaser that:
Certain Representations and Warranties by Seller. Seller represents and warrants to Buyer that Seller is a corporation duly organized, validly existing and in good standing under applicable laws of the State of Illinois, that it has all requisite corporate power to carry on its business as it is now being conducted and as it is contemplated to be conducted under this Agreement and that the execution, delivery and performance of this Agreement by Seller have been duly authorized by all requisite corporate action of Seller.
