Owner Representations. Owner represents and warrants that:
Owner Representations. Owner represents and warrants that Owner has full power and 19 authority to enter into this Agreement; that there are no written or oral agreements affecting the Property other 20 than disclosed tenant leases, copies of which have been furnished to Broker; that there are no recorded easements, 21 restrictions, reservations or rights of way which adversely affect the use of the Property for the purposes intended 22 under this Agreement; that the Property is zoned for the intended use; that all permits for the operation of the 23 Property have been secured and are current; that the building and its construction and operation do not violate any 24 applicable statutes, laws, ordinances, rules, regulations, orders or the like; and that the information supplied by 25 Owner is dependable and accurate. OWNER REPRESENTS THAT ANY LOANS, NOTES, MORTGAGES, 26 TAXES, DUES, UTILTIES OR TRUST DEEDS ARE PAID AND ARE CURRENT WITHOUT 27 DEFAULTS; and that any future defaults on any loans, mortgages, dues, utilities or trust deeds will be reported 28 to Broker within 14 business days of Owner’s receipt of Notice of Default (which commences foreclosure 29 proceedings). OWNER FURTHER REPRESENTS THAT NO LIENS OF ANY TYPE (INCLUDING HOA 30 AND OTHER SUPER PRIORITY LIENS) HAVE BEEN RECORDED AGAINST THE PROPERTY. OWNER 31 UNDERSTANDS THAT OFFERING A PROPERTY FOR LEASE WHILE THE PROPERTY IS IN ANY 32 FORECLOSURE PROCEEDINGS, WITHOUT WRITTEN DISCLOSURE, IS A DECEPTIVE TRADE 33 PRACTICE PUNISHABLE BY BOTH A CIVIL FINE AND CRIMINAL PROCEEDINGS. 34 Owner Initials [ ] [ ] 36 (B) Multiple Listing Service. No Multiple Listing Service or Association of REALTORS® is a 37 party to this Agreement and no Multiple Listing Service or Association of REALTORS® sets, controls, 38 recommends or suggests the amount of compensation for any service rendered pursuant to this Agreement. 39
Owner Representations. Owner represents and warrants: that Owner has full power and authority to enter into this Agreement; that there are no written or oral agreements affecting the Property other than disclosed tenant leases, copies of which have been furnished to Manager; that there are no recorded easements, restrictions, reservations or rights of way which adversely affect the use of the Property for the purposes intended under this Agreement; that the Property is zoned for the intended use; that all permits for the operation of the Property have been secured and are current; that any underlying mortgages or related liens permit rental of the Property or Property steps have been taken to ensure the Property being used in a manner consistent with how it has been represented to third parties, that the building and its construction and operation do not violate any applicable statutes, laws, ordinances, rules, regulations, orders or the like; that the information supplied by Owner is dependable and accurate; and that any loans, notes, mortgages, dues or trust deeds are fully paid or are current without defaults.
Owner Representations. Owner hereby represents and warrants that: (i) This Agreement is a legal, valid and binding obligation of Owner enforceable against Owner in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (a) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (b) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (ii) To the best knowledge of Owner, as of the date of execution hereof, no approval of a Governmental Authority (other than any approvals that have been previously obtained or disclosed in writing to Utility) is required in connection with the due authorization, execution and delivery of this Agreement by Owner or the performance by Owner of its obligations hereunder which Owner has reason to believe that it will be unable to obtain in due course on or before the date required for Owner to perform such obligations; (iii) As of the date of execution hereof, Owner (a) has taken all actions required of it under the terms of this Agreement,
Owner Representations. Owner represents and warrants: that Owner has full power and authority to enter into this Agreement; that there are no written or oral agreements affecting the Property other than disclosed tenant leases, copies of which have been furnished to Manager; that there are no recorded easements, restrictions, reservations or rights of way which adversely affect the use of the Property for the purposes intended under this Agreement; that the Property is zoned for the intended use; that all permits for the operation of the Property have been secured and are current; that any underlying mortgages or related liens permit rental of the Property or Property steps have been taken to ensure the Property being used in a manner consistent with how it has been represented to third parties, that the building and its construction and operation do not violate any applicable statutes, laws, ordinances, rules, regulations, orders or the like; that the information supplied by Owner is dependable
Owner Representations. Owner represents and warrants: that Owner has full power and authority to enter into this Agreement; that there are no written or oral agreements affecting the Property other than disclosed tenant leases, copies of which have been furnished to Broker; that there are no recorded easements, restrictions, reservations or rights of way which adversely affect the use of the Property for the purposes intended under this Agreement; that the Property is zoned for the intended use; that all permits for the operation of the Property have been secured and are current; that the building and its construction and operation do not violate any applicable statues, laws, ordinances, rules, regulations, orders or the like; that the information supplied by Owner is dependable and accurate; and that any loans, notes, mortgages, dues or trust deeds are fully paid and are current without defaults.
Owner Representations. The Owner represents and warrants to the Manager:
8.2.1 The Owner is a limited liability company duly organized and validly existing under the laws of Delaware;
8.2.2 The Owner has the requisite power and authority to enter into and perform its obligations under this Agreement and all requisite limited liability company authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered by the Owner and constitutes the valid, legally binding and enforceable obligation of the Owner, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and
8.2.3 The Owner has not breached its limited liability company agreement or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Delaware in such manner as would in any case have a materially adverse effect on its ability to perform its obligations under this Agreement.
8.2.4 Since its formation, there has been no Material Adverse Change in the financial condition of the Owner.
Owner Representations. The Owner represents and warrants to Brookdale as follows as of the date hereof and as of the Closing Date:
(a) The Owner is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under Section 14 hereof and to own and operate its property and to carry on its business as now conducted. The Owner is duly qualified to do business in each jurisdiction where the nature of its operations and applicable laws require such qualification, except where the failure to be so qualified would not have a material adverse effect on the Owner.
(b) The execution and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof have been duly authorized by all necessary partnership action, and this Agreement is the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or the laws or equitable principles affecting the enforcement of creditors' rights generally.
(c) The execution and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof do not contravene the terms of the Partnership Agreement, a true, correct and complete copy of which has been delivered to Brookdale, conflict with or result in any breach or contravention of, or the creation of any lien under, any agreements or instruments to which it is a party or by which it or any of its property is bound or violate any state or federal law and all required approvals therefor, if any, have been duly obtained
(d) There is no litigation or other proceeding pending against the Owner which could have a material adverse effect on the Owner's ability to consummate the transactions contemplated by the Property Option Agreement and as of the Closing Date, if applicable, the Property Conveyance Documents (as defined therein).
(e) All of the representations and warranties made on behalf of the Owner set forth in Article V of the Subordinate Loan Agreement and Article IV of the Senior Loan Agreement are true and correct as though such representations and warranties were set forth herein for Brookdale's benefit.
(f) All of the representations and warranties of the Owner set forth in Section 9 of the Property Option Agreement are true and correct.
(g) The Owner has no outstanding liabili...
Owner Representations. 5.1.1. Owner warrants that Owner is the owner of the Property or has the authority to execute this Agreement and bind the true owner to this Agreement.
5.1.2. Owner is not delinquent in the payment of any property taxes, Owner’s association fees, property insurance, mortgage, or any encumbrance on or affecting the Property; Owner shall promptly notify Broker in writing if Owner becomes aware of any such delinquency while this Agreement is in effect.
5.1.3. The Property is not subject to a lis pendens or any legal action.
5.1.4. Owner represents that the Property complies with all legal requirements.
Owner Representations. Owner hereby represents and warrants that: (i) This Agreement is a legal, valid and binding obligation of Owner enforceable against Owner in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (a) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (b) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (ii) To the best knowledge of Owner, as of the date of execution hereof, no approval of a Governmental Authority (other than any approvals that have been previously obtained or disclosed in writing to Utilities) is required in connection with the due authorization, execution and delivery of this Agreement by Owner or the performance by Owner of its obligations hereunder which Owner has reason to believe that it will be unable to obtain in due course on or before the date required for Owner to perform such obligations; (iii) As of the date of execution hereof, Owner (a) has taken all actions required of it under the terms of this Agreement, (b) is not intending to dedicate its property to public use, (c) is not a “public utility” and (d) is not an electric utility subject to rate regulation by any Governmental Authority; (iv) Neither the execution and delivery of this Agreement by Owner nor compliance by Owner with any of the terms and provisions hereof (a) conflicts with, breaches or contravenes the provisions of the Articles of Organization or any operating agreement of Owner or any contractual obligation of Owner or (b) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Owner.
