Entity Representations. If this subscription is by a corporation, partnership, limited liability company, association, joint stock company, trust or unincorporated organization, such entity hereby represents that it was not organized for the purpose of acquiring the Note. If the Subscriber is a partnership, each partner of such partnership hereby represents that each representation by the Subscriber set forth herein is correct both as to the partnership and as if made by such partner personally.
Entity Representations. Borrower represents and warrants that:
(a) Borrower has the full corporate, trust, limited liability company or partnership power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder;
(b) the execution, delivery and performance of this Agreement by Borrower has been duly and validly authorized;
(c) all requisite corporate, trust, limited liability company or partnership action, as applicable has been taken by Borrower to make this Agreement valid and binding upon Borrower, enforceable in accordance with its terms; and
(d) this Agreement constitutes a valid, legal and binding obligation of Borrower, enforceable against it in accordance with the terms hereof.
Entity Representations. The Entity shall furnish written representations to the Contractor, as specified in Appendix C, attached hereto and incorporated by reference.
Entity Representations. The Lender was not organized for the specific purpose of acquiring the Note and has total assets in excess of $5,000,000.
Entity Representations. The Subscriber hereby represents that the Subscriber's governing instruments permit, and it is duly qualified to make, this subscription for the Series A Preferred Units and that the execution and delivery of this Agreement and the LP Agreement of the Partnership have been duly authorized by all required corporate action.
Entity Representations. The Subscriber, if other than an individual, makes the following additional representations:
(a) the Subscriber was not organized for the specific purpose of acquiring the Common Stock (inapplicable if ownership in the entity is held solely by accredited investors); and
(b) this subscription has been duly authorized by all necessary actions of the board of directors, shareholders, partners, trustees, or other duly authorized acting body or person on the part of the Subscriber, has been duly executed by an authorized officer or representative of the Subscriber, and is a legal, valid, and binding obligation of the Subscriber enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).
Entity Representations. The Subscriber, if other than an individual, makes the following additional representations:
(a) the Subscriber was not organized for the specific purpose of acquiring the Series B Preferred Stock (inapplicable if ownership in the entity is held solely by accredited investors); and
(b) this subscription has been duly authorized by all necessary actions of the board of directors, shareholders, partners, trustees, or other duly authorized acting body or person on the part of the Subscriber, has been duly executed by an authorized officer or representative of the Subscriber, and is a legal, valid, and binding obligation of the Subscriber enforceable in accordance with its terms.
Entity Representations. If this Agreement is executed by a corporation, partnership, limited liability company, association, joint stock company, trust or unincorporated organization, or other entity, such entity hereby represents that it was not organized for the purpose of acquiring the Shares. If the Shareholder is a partnership or a limited liability company, each partner or member of such respective entity hereby represents, through execution hereof by the Shareholder, that each representation by the Shareholder set forth herein is correct both as to the respective entity and as if made by such partner or member personally.
Entity Representations. The Subscriber hereby represents and warrants that (1) the Subscriber is duly organized and validly existing, and has the power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby, (2) all necessary actions have been taken, and all necessary approvals and consents have been given, to authorize the execution, delivery and performance of this Subscription Agreement by the Subscriber, (3) this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes the valid and legally binding obligation of the Subscriber, fully enforceable against the Subscriber in accordance with its terms, and (4) the execution and delivery of this Subscription Agreement by the Subscriber, and the Subscriber's performance of its obligations hereunder, will not conflict with the charter, bylaws, trust agreement or other organizational document(s) of the Subscriber, will not violate or result in default under any contract or other agreement to which the Subscriber is a party or is otherwise bound, and will not conflict with or result in a breach of any judgment, order or other decree of any court or of any governmental authority binding on the Subscriber.
Entity Representations. Trust has good and valid title to, and is the lawful and sole record and beneficial owner of, the Sub-DST Interests, free and clear of all liens. Except for the operating agreements of the Sub-DSTs, Trust is not a party to any voting trust, voting agreement or other agreement relating to, binding on or otherwise affecting, the Sub-DST Interests. The Sub-DST Interests constitute all of the beneficial ownership interests in the Sub-DSTs as of the Closing. Upon consummation of the Closing, good and valid title to the Sub-DST Interests, free and clear of all liens, will transfer and pass to Operating Partnership. Trust has not granted to any third party any option or right to acquire any part of its interest in the Sub-DST Interests. The Sub-DST Interests have been duly authorized by the Sub-DSTs in accordance with all applicable laws, are validly issued, fully-paid and non-assessable and are not subject to or in violation of any preemptive or similar rights of any person or entity.
