CONTRIBUTOR'S REPRESENTATIONS Clause Samples

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents that the Contribution is the Contributor's original work, all individuals identified as Contributors actually contributed to the Contribution, and all individuals who contributed are included. If the Contribution was prepared jointly, the Contributor has informed the co- Contributors of the terms of this Agreement and has obtained their written permission to execute this Agreement on their behalf. The Contribution is submitted only to this Journal and has not been published before, has not been included in another manuscript, and is not currently under consideration or accepted for publication elsewhere. If excerpts from copyrighted works owned by third parties are included, the Contributor shall obtain written permission from the copyright owners for all uses as set forth in the Creative Commons license, and show credit to the sources in the Contribution. The Contributor also warrants that the Contribution and any submitted Supporting Information contains no libelous or unlawful statements, does not infringe upon the rights (including without limitation the copyright, patent or trademark rights) or the privacy of others, or contain material or instructions that might cause harm or injury. The Contributor further warrants that there are no conflicts of interest relating to the Contribution, except as disclosed. Accordingly, the Contributor represents that the following information shall be clearly identified on the title page of the Contribution: (1) all financial and material support for the research and work; (2) any financial interests the Contributor or any co-Contributors may have in companies or other entities that have an interest in the information in the Contribution or any submitted Supporting Information (e.g., grants, advisory boards, employment, consultancies, contracts, honoraria, royalties, expert testimony, partnerships, or stock ownership); and (3) indication of no such financial interest if appropriate.

CONTRIBUTOR'S REPRESENTATIONS. The Contributor hereby reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 and 3 of the Contribution Agreement identified in Exhibit A attached hereto. In --------- addition, the Contributor hereby represents and warrants to the Partnership and the General Partner that (i) the Contributor is acquiring the Partnership Units for the Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the Contributor's representations as expressed herein; (iv) the Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its financial representatives, that the Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment and of protecting the Contributor's interests in connection herewith.

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents that the Contribution is the Contributor's original work. If the Contribution was prepared jointly, each co-Contributor must sign a Copyright Transfer Agreement. The Contribution is submitted to this Journal only and has not been published before, except for "preprints" as permitted above. (If excerpts from copyrighted works owned by third parties are included, the Contributor will obtain written permission from the copyright owners for all uses as set forth in Wiley's permissions form or in the Journal's Instructions for Contributors, and show credit to the sources in the Contribution.) The Contributor also warrants that the Contribution contains no libelous or unlawful statements, does not infringe on the rights or privacy of others, or contain material or instructions that might cause harm or injury. The Contributor and the company/employer, if applicable, shall hold Wiley, its licensees and any seller of the Journal harmless from any liability, loss or damage (including reasonable attorneys' fees) arising out of any claim, action, or proceeding which, if finally sustained or settled, would be inconsistent with or in breach of the above warranties or representations.

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents and warrants to the Company that: (1) The Contributor is the owner of the Contributed Assets and has the right to transfer them to the Company free and clear of any liens, encumbrances, or claims; (2) The Contributed Assets are transferred on an "AS IS" basis, and the Contributor makes no representations or warranties regarding the feasibility, security, or legal compliance of the Contributed Assets; (3) The Contributor has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

CONTRIBUTOR'S REPRESENTATIONS. Contributor represents and warrants to Acquiror as follows: (a) Contributor is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Contributor is authorized to consummate the transaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Contributor, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Contributor, and to perform all of Contributor’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Contributor, nor the performance of the obligations of Contributor hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Contributor is bound; (b) Except as listed in Schedule 13(b) attached hereto, Contributor has not received any written notice of any current or pending litigation, tax appeals or environmental investigations against Contributor or the Property and Contributor does not have any knowledge of any pending litigation, tax appeals or environmental investigations (other than as part of Acquiror’s due diligence) against Contributor or the Property; (c) Contributor has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Acquiror after the Closing other than the Leases and Contracts listed in Schedule 13(c) attached hereto (the “Contracts”); (d) Except for defaults cured on or before the date hereof, Contributor has not received any written notice of default under the terms of any of the Contracts; (e) Except for violations cured or remedied on or before the date hereof and except as listed in Schedule 13(e) attached hereto, Contributor has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Contributor does not have knowledge of any such violations; (f) The Personalty to be transferred to Acquiror is free and clear of liens, security interests and other encumbrances arising by, through or under Contributor, except as a result of Existing Loan Documents securing a Loan that sha...

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents that the Contribution is the Contributor's original work. If the Contribution was prepared jointly, the Contributor agrees to inform the co-Contributors of the terms of this Agreement and to obtain their signature to this Agreement or their written permission to sign on their behalf. The Contribution is submitted only to this Journal and has not been published before, except for "preprints" as permitted above. (If excerpts from copyrighted works owned by third parties are included, the Contributor will obtain written permission from the copyright owners for all uses as set forth in Wiley's permissions form or in the Journal's Instructions for Contributors, and show credit to the sources in the Contribution.) The Contributor also warrants that the Contribution contains no libelous or unlawful statements, does not infringe on the rights or privacy of others, or contain material or instructions that might cause harm or injury. [ ]Contributor-owned work Contributor's signature Date Co-contributor's signature Date Type or print name and title [ ]Company/Institution-owned work Company or Institution (Employer-for-Hire) Date (made-for-hire in the course of employment) Authorized signature of Employer Date [ ]U.S. Government work Note to U.S. Government Employees A Contribution prepared by a U.S. federal government employee as part of the employee's official duties, or which is an official U.S. Government publication is called a "U.S. Government work," and is in the public domain in the United States. In such case, the employee may cross out Paragraph A.1 but must sign and return this Agreement. If the Contribution was not prepared as part of the employee's duties or is not an official U.S. Government publication, it is not a U.S. Government work. [ ]U.K. Government work (Crown Copyright)

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents that: (i) the Contribution is the Contributor’s original work, all individuals identified as Contributors actually contributed to the Contribution, and all individuals who contributed are included; (ii) if the Contribution was prepared jointly, the Contributor has informed the co-Contributors of the terms of this Agreement and (1) all financial and material support for the research and work; (2) any financial interests the Contributor or any co- Contributors may have in companies or other entities that have an interest in the information in the Contribution or any submitted Supporting Information (e.g., grants, advisory boards, employment, consultancies, contracts, honoraria, royalties, expert testimony, partnerships, or stock ownership); and (3) indication of no such financial interests if appropriate. Wiley reserves the right, notwithstanding acceptance, to require changes to the Contribution, including changes to the length of the Contribution, and the right not to publish the Contribution if for any reason such publication would in the reasonable judgment of Wiley, result in legal liability or violation of journal ethical practices.

CONTRIBUTOR'S REPRESENTATIONS. The Contributor represents that the Contribution is the Contributor’s original work. If the Contribution was prepared jointly, the Contributor agrees to inform the co-Contributors of the terms of this Agreement and to obtain their signature to this Agreement or their written permission to sign on their behalf. The Contribution is submitted only to this Book and has not been published before. If excerpts from copyrighted works owned by third parties are included, the Contributor will obtain written permission from the copyright owners for all uses as set forth in AAP’s permissions form or other appropriate document and show credit to the sources in the Contribution. The Contributor also warrants that the Contribution contains no libelous or unlawful statements, does not infringe on the rights or privacy of others, and does not contain material or instructions that might cause harm or injury.

CONTRIBUTOR'S REPRESENTATIONS. The contributor represents that : the contribution is the contributor’s original work, all individuals identified as contributors actually contributed to the contribution, and all individuals who contributed are included; (ii) if the contribution was prepared jointly, the contributor has informed the co-contributors of the terms of this agreement and has obtained their signed written permission to execute this agreement on their behalf as their agent; (iii) the contribution is submitted only to this journal and has not been published before, has not been included in another manuscript, and is not currently under consideration or accepted for publication elsewhere; (iv) if excerpts from copyrighted works owned by third parties are included, the contributor shall obtain written permission from the copyright owners