Certain Representations and Warranties by the Company and the Operating Partnership Sample Clauses

Certain Representations and Warranties by the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally represent, warrant and agree that: (a) A registration statement on Form S-4 (the “Initial Registration Statement”) in respect of the offering of the Shares has been filed with the Commission; the Initial Registration Statement and any amendment thereto, each in the form heretofore delivered to you, and, including exhibits thereto and all documents incorporated by reference into the prospectus contained therein have been filed with the Commission in such form (any preliminary prospectus (i) included in the Initial Registration Statement and sent by the Company and the Operating Partnership to holders of the Convertible Notes or (ii) filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, is herein called a “Preliminary Prospectus”); no other document with respect to such registration statement has heretofore been filed by the Company or the Operating Partnership with the Commission; no stop order suspending the effectiveness of the Initial Registration Statement has been issued and no proceedings for that purpose are pending or, to the knowledge of the Company or the Operating Partnership, contemplated by the Commission; no stop order suspending the offer, issuance, delivery or exchange of the Shares pursuant to the Exchange Offer has been issued and no proceedings for that purpose are pending or, to the knowledge of the Company or the Operating Partnership, are contemplated, and any request of the Commission for additional information (to be included in the Initial Registration Statement or in the Preliminary Prospectus or otherwise) has been complied with or otherwise satisfied; the various parts of the Initial Registration Statement, including all exhibits, annexes and schedules thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 2(a) hereof and (ii) the documents incorporated by reference into the prospectus contained in the Initial Registration Statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, is herein collectively called the “Registration Statement”; and such final prospectus, in the form included in the Registration Statement at the time it became effective or first filed pursuant to Rule 424(b) u...

Certain Representations and Warranties by the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally, represent and warrant and agree with you that as of the date hereof, during the period of the Subscription Period and as of the date when the Underlying Shares are issued to the Rights Holders who exercise the Rights (the “Settlement Date”):