Common use of Inland’s Representations and Warranties Clause in Contracts

Inland’s Representations and Warranties. Inland hereby makes the following representations and warranties to Columbia as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Columbia’s obligation to close hereunder. (a) Inland is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Inland has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Inland of the transactions contemplated hereby and thereby have been duly authorized by Inland and no consents of any third parties are necessary for Inland’s execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Inland of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Inland is constituted. (b) No action or other proceeding whatsoever is now pending or, to the best knowledge of Inland, threatened against Inland or any shareholders, partners, members or owners, as the case may be, of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Inland’s obligations hereunder, or which will or may otherwise impede the Closing. (c) Inland has all funds available to it which are sufficient to consummate the transaction contemplated by this Agreement. (d) Inland fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Inland is satisfied with the amount being paid by it for the Property, as set forth herein, based and in sole reliance upon its own valuation of the Property and its review and analysis of the rent roll for each Property, reports of physical inspections (including without limitation, environmental inspections), business, operations, condition and prospects for the Property.

Appears in 1 contract

Samples: Agreement of Contribution (Inland American Real Estate Trust, Inc.)

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Inland’s Representations and Warranties. Inland hereby makes the following representations and warranties to Columbia LCWP as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Columbia’s LCWP's obligation to close hereunder. (a) Inland is a corporation duly limited liability companyduly organized, validly existing and in good standing under the laws of the State of IllinoisDelaware. Inland has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Inland of the transactions contemplated hereby and thereby have been duly authorized by Inland and no consents of any third parties are necessary for Inland’s 's execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Inland of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Inland is constituted. (b) No action or other proceeding whatsoever is now pending or, to the best knowledge of Inland, threatened against Inland or any of its affiliated entities, or any shareholders, partners, members or ownersownersof Inland or any of its affiliated entities, as the case may be, of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Inland’s 's obligations hereunder, or which will or may otherwise impede the Closing. (c) Inland has all funds available to it which are sufficient to consummate the transaction contemplated by this Agreement. (d) Inland fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Inland is satisfied with the amount being paid by it for Contribution Value of the Property, as set forth herein, based and in sole reliance upon its own valuation of the Property and its review and analysis of the rent roll for each Property, reports of physical inspections (including without limitation, environmental inspections), business, operations, condition and prospects for the Property.

Appears in 1 contract

Samples: Agreement of Contribution (Inland Diversified Real Estate Trust, Inc.)

Inland’s Representations and Warranties. Inland hereby makes the following representations and warranties to Columbia Dayville as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Contribution Date as a condition to Columbia’s Dayville's obligation to close hereunder. (a) Inland is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of IllinoisDelaware. Inland has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Inland of the transactions contemplated hereby and thereby have been duly authorized by Inland and no consents of any third parties are necessary for Inland’s execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Inland of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Inland is constituted. (b) No action or other proceeding whatsoever is now pending or, to the best knowledge of Inland, threatened against Inland or any shareholders, partners, members or owners, as the case may be, of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Inland’s obligations hereunder, or which will or may otherwise impede the ClosingContribution. (c) Inland has all funds available to it which are sufficient to consummate the transaction contemplated by this Agreement. (d) Inland fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Inland is satisfied with the amount being paid by it for the Property, as set forth herein, based and in sole reliance upon its own valuation of the Property and its review and analysis of the rent roll for each Property, reports of physical inspections (including without limitation, environmental inspections), business, operations, condition and prospects for the Property.

Appears in 1 contract

Samples: Agreement of Contribution (Inland Diversified Real Estate Trust, Inc.)

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Inland’s Representations and Warranties. Inland hereby makes the following representations and warranties to Columbia Xxxxxxx as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Columbia’s Xxxxxxx’x obligation to close hereunder. (a) Inland is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Inland has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Inland of the transactions contemplated hereby and thereby have been duly authorized by Inland and no consents of any third parties are necessary for Inland’s execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Inland of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Inland is constituted. (b) No action or other proceeding whatsoever is now pending or, to the best knowledge of Inland, threatened against Inland or any shareholders, partners, members or owners, as the case may be, of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Inland’s obligations hereunder, or which will or may otherwise impede the Closing. (c) Inland has all funds available to it which are sufficient to consummate the transaction contemplated by this Agreement. (d) Inland fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Inland is satisfied with the amount being paid by it for the Property, as set forth herein, based and in sole reliance upon its own valuation of the Property and its review and analysis of the rent roll for each Property, reports of physical inspections (including without limitation, environmental inspections), business, operations, condition and prospects for the Property.

Appears in 1 contract

Samples: Contribution Agreement (Inland American Real Estate Trust, Inc.)

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