Contributor’s Representations and Warranties. The representations and warranties of the Contributors set forth in Section 2.2 shall be true and correct as if made again on the Closing Date.
Contributor’s Representations and Warranties. Each Contributor’s representations and warranties set forth in Section 2.2 or, if applicable, 2.3 shall be true and correct as if made again on the Closing Date, and Contributor shall have executed and delivered to Acquirer at Closing a certificate to the foregoing effect.
Contributor’s Representations and Warranties. Contributor represents and warrants to Antero Midstream the following as of the date of this Agreement, as of the Asset Transfer Date and as of Closing (except to the extent that a specific date is referred to, in which case Contributor represents and warrants to Antero Midstream that such statement is correct as of such specific date):
Contributor’s Representations and Warranties. The representations and warranties of each Contributor herein contained shall be true and correct in all material respects on the Effective Date and on the Closing Date.
Contributor’s Representations and Warranties. The following representations and warranties shall be true as of the Effective Date and, unless otherwise provided by the terms of such representation and warranty and subject to the terms of Section 8.3, as of the Closing Date. Subject to the limitations set forth in Section 8.4 of this Agreement, Contributor represents and warrants to BKP the following:
Contributor’s Representations and Warranties. To induce the Partnership to enter into this Agreement and to purchase the Property, and to pay the Contribution Value therefor, Contributor hereby makes the following representations and warranties with respect to the Property, upon each of which Contributor acknowledges and agrees that the Partnership is entitled to rely and has relied:
Contributor’s Representations and Warranties. Each Contributor hereby represents and warrants to ERP, as of the date hereof and as of the date of the Closing, with respect to the EW Units owned by such Contributor, as follows:
(a) Such Contributor is the sole legal and beneficial owner of the EW Units and has the full power and authority to sell the EW Units to ERP hereunder;
(b) The EW Units are owned by such Contributor free and clear of any and all liens claims, equities, security interests or encumbrances whatsoever;
(c) Upon the contribution of the EW Units to ERP, such EW Units will be owned by ERP free and clear of any and all liens, claims, equities, security interests or encumbrances whatsoever;
(d) There are no judgments of record or inchoate tax liens against or relating to such Contributor or the EW Units, nor any litigation or other proceedings pending or, to such Contributor's knowledge, threatened against or relating to Contributors or the EW Units; and
(e) Such Contributor is not subject to any restriction, agreement, law, judgment or decree which would prohibit or be violated by the execution and delivery hereof or by the consummation of the transaction contemplated hereby.
Contributor’s Representations and Warranties. The Contributors represent and warrant to TRT, as follows:
Contributor’s Representations and Warranties. Each Contributor, severally and not jointly, represents and warrants to Tornier for the benefit of Tornier, Inc. that, except as specifically set forth in Schedule 3(a) attached hereto, the statements contained in this Section 3(a) are true, correct and complete as of the Effective Date and shall continue to be true, correct and complete as of the Closing Date.
Contributor’s Representations and Warranties. As of the date hereof and as of the Closing Date (as evidenced by Contributor’s downdate certificate to be provided at Closing), Contributor represents, warrants and covenants to Recipient that:
(a) Other than the Tenant under the Lease, which shall be effective at Closing, there will be no parties in possession of any portion of the Property as lessees or sublessees, and no other party has been granted an oral or written license, lease, sublease, option, purchase agreement or other right pertaining to the use, purchase or possession of any portion of the Property. Except as otherwise disclosed, all Contracts are valid and binding in accordance with their respective terms and conditions, are in full force and effect, and have no uncured breach or default by any party. No off-sets or defenses are available to any party under any Contract. All Contracts are cancellable upon not more than thirty (30) days prior written notice. There are no leasing brokerage agreements, leasing commission agreements or other agreements providing for the payment of any amounts, and no commissions due, for leasing activities with respect to the Property.
(b) The Contributor has not received notice of any default (nor is there any default) under any note, mortgage, deed of trust or other security interest or loan document or indebtedness related to or secured by the Property. The execution and delivery of this Agreement, the consummation of the Transactions 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, any indenture, mortgage, loan agreement or instrument to which the Contributor is a party or by which the Contributor or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Contributor or the Property.
(c) The Contributor has not received any notice, nor is the Contributor aware, of any violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property.
(d) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any applicable debtor relief laws or any other litigation contemplated by or pending or threatened against the Contributor or the Property.
(e) Contributor has been duly organized and is va...
