Common use of Optionor’s Representations, Warranties and Covenants Clause in Contracts

Optionor’s Representations, Warranties and Covenants. Each Optionor (only as to itself and each Property in which it owns an interest, directly or indirectly) hereby represents, warrants and covenants to the Optionee that as of the date hereof: (i) Optionor is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and, except to the extent that the failure to do so would not cause a material adverse effect, is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionor has full power and authority to perform each of its obligations hereunder. Optionor has full right and power to grant and convey each Property, if the rights hereunder granted to Optionee are timely and properly exercised in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionor have been duly executed and delivered by Optionor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionor does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionor is a party or by which Optionor is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionor. (v) Optionor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the Foreign Investment in Real Property Tax Act). (vi) On or before the Effective Date, Optionor has delivered to Optionee true, complete and correct copies of each Underlying Agreement; no default exists under any such agreement by Optionor or the applicable Underlying Seller, nor, to Optionor’s knowledge, does any fact or circumstance exist that with the giving of notice of passage of time would constitute any such default; and each such Underlying Agreement is valid and effective, enforceable against the applicable Underlying Seller in accordance with its terms. (vii) Optionor shall not solicit offers to purchase any Eligible Property nor engage in negotiations in response to any unsolicited offers to purchase any Eligible Property that it may receive. (viii) Optionor agrees (i) to timely perform, and to diligently endeavor to cause each Underlying Seller to timely perform, each and all of the respective obligations under the Underlying Agreements and the Underlying Escrows, and (ii) to provide Optionee with copies of all notices and other information given or received by Optionor with respect to the Underlying Agreement and the Underlying Escrow, including notices to or from Underlying Seller and the escrow holder thereunder. Optionor shall not amend the Underlying Agreement or the instructions with respect to the Underlying Escrow without having first obtained Optionee’s written consent thereto, which Optionee shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing to the contrary, Optionor agrees to cause the closing of the Underlying Escrow only if Optionee has delivered an Option Exercise Notice by the date on which Optionor must close the Underlying Escrow. Upon the closing of any Underlying Escrow, Optionor shall deliver to Optionee a Notice of Acquisition with respect thereto.

Optionor’s Representations, Warranties and Covenants. Each Optionor (only as to itself and each Property in which it owns an interest, directly or indirectly) hereby represents, warrants and covenants to the Optionee that as of the date hereof: (i) Optionor is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and, except to the extent that the failure to do so would not cause a material adverse effect, and is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionor has full power and authority to perform each of its obligations hereunder. Optionor has full right and power to grant and convey each Property, if the rights hereunder granted to Optionee are timely and properly exercised in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionor have been duly executed and delivered by Optionor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionor does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionor is a party or by which Optionor is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionor. (v) Optionor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the Foreign Investment in Real Property Tax Act). (vi) Optionor is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation. (vii) On or before the Effective Date, Optionor has delivered to Optionee true, complete and correct copies of each Underlying Agreement; no default exists under any such agreement by Optionor or the applicable Underlying Seller, nor, to Optionor’s knowledge, does any fact or circumstance exist that with the giving of notice of passage of time would constitute any such default; and each such Underlying Agreement is valid and effective, enforceable against the applicable Underlying Seller in accordance with its terms. (viiviii) Optionor shall not solicit offers to purchase any Eligible Property nor engage in negotiations in response to any unsolicited offers to purchase any Eligible Property that it may receive. (viiiix) Optionor agrees (i) to timely perform, and to diligently endeavor to cause each Underlying Seller to timely perform, each and all of the respective obligations under the Underlying Agreements and the Underlying Escrows, and (ii) to provide Optionee with copies of all notices and other information given or received by Optionor with respect to the Underlying Agreement and the Underlying Escrow, including notices to or from Underlying Seller and the escrow holder thereunder. Optionor shall not amend the Underlying Agreement or the instructions with respect to the Underlying Escrow without having first obtained Optionee’s written consent thereto, which Optionee shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing to the contrary, Optionor agrees to cause the closing of the Underlying Escrow only if Optionee has delivered an Option Exercise Notice by the date on which Optionor must close the Underlying Escrow. Upon the closing of any Underlying Escrow, Optionor shall deliver to Optionee a Notice of Acquisition with respect thereto.

Optionor’s Representations, Warranties and Covenants. Each Optionor (only as to itself and each Property in which it owns an interest, directly or indirectly) hereby represents, warrants and covenants to the Optionee that as of the date hereof: (i) Optionor is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and, except to the extent that the failure to do so would not cause a material adverse effect, is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionor has full power and authority to perform each of its obligations hereunder. Optionor has full right and power to grant and convey each Property, if the rights hereunder granted to Optionee are timely and properly exercised in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionor have been duly executed and delivered by Optionor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionor does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionor is a party or by which Optionor is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionor. (v) Optionor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the Foreign Investment in Real Property Tax Act). (vi) On or before the Effective Date, Optionor has delivered to Optionee true, complete and correct copies of each Underlying Agreement; no default exists under any such agreement by Optionor or the applicable Underlying Seller, nor, to Optionor’s knowledge, does any fact or circumstance exist that with the giving of notice of passage of time would constitute any such default; and each such Underlying Agreement is valid and effective, enforceable against the applicable Underlying Seller in accordance with its terms. (vii) Optionor shall not solicit offers to purchase any Eligible Property nor engage in negotiations in response to any unsolicited offers to purchase any Eligible Property that it may receive. (viii) Optionor agrees (i) to timely perform, and to diligently endeavor to cause each Underlying Seller to timely perform, each and all of the respective obligations under the Underlying Agreements and the Underlying Escrows, and (ii) to provide Optionee with copies of all notices and other information given or received by Optionor with respect to the Underlying Agreement and the Underlying Escrow, including notices to or from Underlying Seller and the escrow holder thereunder. Optionor shall not amend the Underlying Agreement or the instructions with respect to the Underlying Escrow without having first obtained Optionee’s written consent thereto, which Optionee shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing to the contrary, Optionor agrees to cause the closing of the Underlying Escrow only if Optionee has delivered an Option Exercise Notice by the date on which Optionor must close the Underlying Escrow. Upon the closing of any Underlying Escrow, Optionor shall deliver to Optionee a Notice of Acquisition with respect thereto.the