Common use of Owner Representations Clause in Contracts

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 liabilities, contingent or otherwise, other than those incurred under or permitted by the Senior Loan Agreements, any of the Loan Documents (as defined therein), the Management Agreement and, as of the date hereof, the Development Agreement.

Appears in 2 contracts

Samples: Equity Option Agreement (Brookdale Living Communities Inc), Equity Option Agreement (Brookdale Living Communities Inc)

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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 execute, deliver and deliver this Agreement, to perform its obligations under Section 14 hereof this Agreement and the Property Conveyance Documents 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 execution, delivery and delivery performance of this Agreement and the performance by the Owner have been, and, if applicable, as of its obligations under Section 14 hereof the Closing Date, the execution, delivery and performance of the Property Conveyance Documents by the Owner will have been been, duly authorized by all necessary partnership action, and this Agreement is is, and when executed and delivered, each of the Property Conveyance Documents will be, 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 execution, delivery and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof this Agreement do not not, and, if applicable, the execution, delivery and performance by the Owner of the Property Conveyance Documents will 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 of, if applicable, will have been as of the Closing Date, duly obtained. (d) The Owner is the owner of the Property, subject to the Permitted Exceptions and has full power and authority to sell, convey, assign and transfer to Brookdale the Property, free and clear of all liens and encumbrances except the Permitted Exceptions. (e) 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 this Agreement and as of the Closing Date, if applicable, the Property Conveyance Documents (as defined therein)Documents. (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 liabilities, contingent or otherwise, other than those incurred under or permitted by the Senior Loan Agreements, any of the Loan Documents (as defined therein), the Management Agreement and, as of the date hereof, the Development Agreement.

Appears in 2 contracts

Samples: Property Option Agreement (Brookdale Living Communities Inc), Property Option Agreement (Brookdale Living Communities Inc)

Owner Representations. The Owner represents and warrants to Brookdale as follows as of the date hereof and as of the Closing Date: (a) a. The Owner is a limited partnership liability company 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 hereunder 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) b. The execution and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof hereunder have been duly authorized by all necessary partnership organizational 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) c. The execution and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof hereunder do not contravene the terms of the Partnership Ownership Operating 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) 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 thereinin the Property Option Agreement). (e) e. All of the representations and warranties made on behalf of the Owner relating to Owner (as opposed to the Project) set forth in Article V of the Subordinate Loan Agreement and Article IV of the Senior Loan Agreement Documents are true and correct as though such representations and warranties were set forth herein for Brookdale's benefit. (f) 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) g. The Owner has no outstanding liabilities, contingent or otherwise, other than those incurred under or permitted by the Senior Loan Agreements, any of the Loan Documents (as defined therein)Documents, the Management Agreement and, as of the date hereof, and the Development Agreement.

Appears in 1 contract

Samples: Equity Option Agreement (Brookdale Living Communities Inc)

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Owner Representations. The Owner represents and warrants to Brookdale as follows as of the date hereof and as of the Closing Date: (a) a. The Owner is a limited partnership liability company 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 execute, deliver and deliver this Agreement, to perform its obligations under Section 14 hereof this Agreement and the Property Conveyance Documents 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) b. The execution execution, delivery and delivery performance of this Agreement and the performance by the Owner have been, and, if applicable, as of its obligations under Section 14 hereof the Closing Date, the execution, delivery and performance of the Property Conveyance Documents by the Owner will have been been, duly authorized by all necessary partnership action, and this Agreement is is, and when executed and delivered, each of the Property Conveyance Documents will be, 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) c. The execution execution, delivery and delivery of this Agreement and the performance by the Owner of its obligations under Section 14 hereof this Agreement do not not, and, if applicable, the execution, delivery and performance by the Owner of the Property Conveyance Documents will 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 of, if applicable, will have been as of the Closing Date, duly obtained. (d) d. The Owner is the owner of the Property, subject to the Permitted Exceptions and has full power and authority to sell, convey, assign and transfer to Brookdale the Property, free and clear of all liens and encumbrances except the Permitted Exceptions. e. 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 this Agreement and as of the Closing Date, if applicable, the Property Conveyance Documents (as defined therein)Documents. (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 liabilities, contingent or otherwise, other than those incurred under or permitted by the Senior Loan Agreements, any of the Loan Documents (as defined therein), the Management Agreement and, as of the date hereof, the Development Agreement.

Appears in 1 contract

Samples: Property Option Agreement (Brookdale Living Communities Inc)

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