Contributor Representations and Warranties. The Contributor Fundamental Warranties shall (a) be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (other than those Contributor Fundamental Warranties expressly made as of an earlier date) and (b) in the case of Contributor Fundamental Warranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except, in the case of each of clauses (a) and (b), for de minimis inaccuracies. The representations and warranties made by Contributor in Article III (other than the Contributor Fundamental Warranties) shall, without giving effect to any materiality or Material Adverse Effect qualifier contained therein (other than for purposes of defining Contributor Real Property Leases and Material Contributor Insurance Policies, Section 3.5, or Section 3.6(a)), (y) be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties expressly made as of an earlier date), and (z) in the case of such representations and warranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except in the case of such representations and warranties subject to clauses (y) and (z) where the failure to be true and correct would not have a Contributor Material Adverse Effect.
Contributor Representations and Warranties. The Contributor Fundamental Representations shall (i) be true and correct in all respects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and the Closing Date (other than those Contributor Fundamental Representations expressly made as of an earlier date) and (ii) in the case of Contributor Fundamental Representations expressly made as of an earlier date, be true and correct in all respects as of such earlier date. The representations and warranties made by the Contributor in Article III (other than the Contributor Fundamental Representations) shall, without giving effect to any materiality or Material Adverse Effect qualifier contained therein, (a) be true and correct in all respects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and the Closing Date (other than those representations and warranties expressly made as of an earlier date) and (b) in the case of representations and warranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except in the case of clauses (a) and (b) where the failure to be true and correct would not have a Material Adverse Effect.
Contributor Representations and Warranties. By providing Content to the Company, the Contributor hereby represents and warrants that:
Contributor Representations and Warranties. Owner Operating Partnership and each of the Subsidiaries, respectively, represent and warrant as to itself (and not as to each other or any other entity) and as to the Contributed Interests and the other Properties that it contributes or otherwise transfers (and not as to any other Properties) to the Relevant Contributees as follows (notwithstanding the pluralization used in the following representations and warranties, the breadth of the following representations and warranties shall not be deemed expanded beyond the scope indicated by the foregoing):
Contributor Representations and Warranties. Each Contributor (solely as to such Contributor and not as to any other Contributor), severally and not jointly, represents and warrants to Parent, as of the date hereof and as of the Contribution Closing Date, as follows:
Contributor Representations and Warranties. (a) Contributor represents and warrants to each of TPG and the Company as of the Effective Date as follows:
Contributor Representations and Warranties. (a) The Contributor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Contributor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Contributor. This Agreement has been duly authorized, executed and delivered by the Contributor and, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Contributor, enforceable against the Contributor in accordance with its terms, subject to the qualification that the enforceability of the Contributor’s obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether enforcement is considered in a proceeding in equity or at law.
