Partnership Representations and Warranties. The Partnership represents and warrants to Contributor as follows:
(a) The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware with full right, power and authority to execute, deliver and perform this Agreement.
(b) The execution, delivery and performance by the Partnership of this Agreement have been duly and validly authorized by all requisite action on the part of the Partnership. This Agreement has been, and the Partnership Closing Documents will be, duly executed and delivered by the Partnership. This Agreement constitutes, and when so executed and delivered the Partnership Closing Documents will constitute, the legal, valid and binding obligations of the Partnership, enforceable against it in accordance with their terms.
(c) None of the execution, delivery or performance of this Agreement or the Partnership Closing Documents by the Partnership or the consummation of the Transactions does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, constitute a default or result in a loss of rights under or require the approval or waiver of or filing with any Person (including without limitation any governmental body, agency or instrumentality) under (i) the organizational documents of the Partnership or any material agreement, instrument or other document to which the Partnership is a party or by which the Partnership is bound or (ii) any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to the Partnership, including without limitation applicable securities laws.
(d) No broker, finder, investment banker or other person is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Partnership.
Partnership Representations and Warranties. The [Building Owner/Finance Provider] represents and warrants that:
(a) (disclosure of terms): true copies of the Partnership Agreement (including any amending documents) have been provided to the [Building Owner/Finance Provider] and the Council and disclose all terms of the Partnership; and
(b) (power): it has power under the terms of the Partnership Agreement to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and
(c) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Partnership Agreement) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and
(d) (no default): [it is not in default under the Partnership Agreement (in the case of the Building Owner) and] no action has been taken or proposed to terminate the Partnership [(in the case of the Building Owner and the Finance Provider)]; and
(e) (priority): each of the Council and the [Building Owner’s/Finance Provider’s] rights under the Transaction Documents it enters into with the [Building Owner/Finance Provider] rank in priority to the interests of the members of the Partnership; and
(f) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Partnership Agreement; and
(g) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene the Partnership Agreement or any law or obligation by which it is bound; and
(h) (proper administration): it enters into the Transaction Documents to which it is a party as part of the proper administration of the Partnership; and
(i) (internal management): all acts of internal management of the Partnership in respect of into the Transaction Documents to which it is a party and the assumption by it of liability for the performance of its obligations under the Transaction Documents to which it is a party have been performed.
Partnership Representations and Warranties. The Partnership represents and warrants to Opco that, as of the Effective Date:
(a) it is a limited partnership duly organized, validly existing and in good standing under the laws of NL;
(b) the GP is duly organized, validly existing and in good standing under the laws of NL;
(c) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action on the part of the GP and the Partnership and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Law;
(d) this Agreement has been duly executed and delivered on its behalf by the GP and constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity whether considered in a proceeding in equity or at law;
(e) no Insolvency Event has occurred, is pending or being contemplated by it or, to its Knowledge, threatened against it;
(f) there are no Legal Proceedings pending or, to its Knowledge, threatened against it that may materially adversely affect its ability to perform its obligations under this Agreement;
(g) no consent or other approval, order, authorization or action by, or filing with, any Person is required to be made or obtained by such Party for such Party’s lawful execution, delivery and performance of this Agreement, except for (i) such consents, approvals, authorizations, actions and filings that have been made or obtained prior to the date hereof, (ii) such consents, approvals, authorizations, actions and filings the failure of which would not have, or could not reasonably be expected to have, a material adverse effect on such Party’s ability to perform its obligations under this Agreement and (iii) the Regulatory Approvals; and
(h) it does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
Partnership Representations and Warranties. The Partnership represents and warrants to Opco and NLH that, as of the Effective Date:
(a) it is a limited partnership duly organized, validly existing and in good standing under the laws of NL;
(b) the GP is duly organized, validly existing and in good standing under the laws of NL;
Partnership Representations and Warranties. Seller hereby makes the following representations and warranties (“Partnership Representations”) to Purchaser.
(i) Organization, Authorization and Consents. Seller is a duly organized and validly existing limited liability company under the laws of the State of Delaware whose sole member is EOP Operating Limited Partnership, a Delaware limited partnership. Seller is the successor to DIHC Peachtree Associates, a Georgia general partnership. Seller has the right, power and authority to enter into this Agreement and to convey the Partnership Interest in accordance with the terms and conditions of this Agreement, to engage in the transactions contemplated in this Agreement and to perform and observe the terms and provisions hereof subject to obtaining Seller Board Approval.
Partnership Representations and Warranties. The Partnership represents and warrants to Contributor as follows as of the date hereof and it shall be a condition precedent to Contributor's obligation to close the Transactions that the Partnership remake the following representations and warranties at and as of the Closing Date: The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware with full right, power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance by the Partnership of this Agreement have been duly and validly authorized by all requisite action on the part of the Partnership. This Agreement has been, and the Partnership Closing Documents to which the Partnership is a party will be, duly executed and delivered by the Partnership. This Agreement constitutes, and when so executed and delivered such Partnership Closing Documents will constitute, the legal, valid and binding obligations of the Partnership, enforceable against it in accordance with their terms, subject to bankruptcy and similar laws affecting the remedies or recourse of creditors generally and general principles of equity. None of the execution, delivery or performance of this Agreement or the Partnership Closing Documents by the Partnership does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, constitute a default or result in a loss of rights under or require the approval or waiver of or filing with any Person (including without limitation any governmental body, agency or instrumentality) under (i) the organizational documents of the Partnership or any material agreement, instrument or other document to which the Partnership is a party or by which the Partnership is bound or (ii) any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to the Partnership. No broker, finder, investment banker or other Person is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Partnership. No bankruptcy, insolvency, rearrangement or similar action involving the Partnership, whether voluntary or involuntary, is pending or, to the best of the Partnership's knowledge, threatened. The Partnership is duly qualified to do business in all jurisdictions where such qualification is necessary to carry on its business, except where t...
Partnership Representations and Warranties. The Partnership hereby represents and warrants to MRD that the statements in this ARTICLE IV are true and correct.
Partnership Representations and Warranties. The Partnership hereby represents and warrants to Contributor and will represent and warrant to the Contributor on the date of the IPO and the truth of each said representation and warranty shall be a condition precedent of Contributor's obligations hereunder as follows:
(a) The Partnership will elect the "traditional method" set forth in Treasury Regulation Section 1.704-3(b) (absent a Final Determination to the contrary) to allocate tax attributes related to the Property as "Section 704(c) Property" (as such term is defined in Treasury Regulation Section 1.704-3(a)(3)) or which are in any other way governed by the provisions of Section 704(c) of the Internal Revenue Code of 1986, as amended ("Section 704(c) allocations") or any successor section thereto.
(b) Contributor and its successors and assigns shall be able to freely encumber, assign or pledge its OP Units or shares of stock in the REIT immediately upon the IPO.
(c) The shares of the REIT shall be traded on the New York Stock Exchange.
(d) Contributors will be allocated at the time of Closing, no less than $20.6 million of non-recourse indebtedness for purposes of Section 752, with such figure evidenced by a schedule prepared using the same methodology as Exhibit M, with the amount apportioned under Treasury Regulation Section 1.752- 3(a)(3) determined using the "Indemnity Debt Allocation Method," as such term is defined in the Tax Indemnification Agreement attached hereto as Exhibit I.
(e) The partnership agreement of the Partnership will provide that commencing on or after the date that is one (1) year after the IPO, that upon the request of a limited or general partner of Sky Harbor Associates, that Partnership will admit said partner as a partner in the Partnership in order to allow said partner to convert their newly received OP Units to registered and freely tradeable shares in the REIT (which shares shall be tradeable on the New York Stock Exchange, as will all other shares convertible into shares of the REIT).
Partnership Representations and Warranties. The Partnership represents and warrants to Contributor as follows:
(a) The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware with full right, power and authority to execute, deliver and perform this Agreement.
(b) The execution, delivery and performance by the Partnership of this Agreement have been duly and validly authorized by all requisite action on the part of the Partnership. This Agreement has been, and the Partnership Closing Documents will be, duly executed and delivered by the Partnership. This Agreement constitutes, and when so executed and delivered the Partnership Closing Documents will constitute, the legal, valid and binding obligations of the Partnership, enforceable against it in accordance with their terms.
(c) Except as set forth on Schedule 7.2(c), none of the execution, delivery or performance of this Agreement or the Partnership Closing Documents by the Partnership or the consummation of the Transactions does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, constitute a default or result in a loss of rights under or require the approval or waiver of or filing with any Person (including without limitation any governmental body, agency or instrumentality) under (i) the organizational documents of the Partnership or any material agreement, instrument or other document to which the Partnership is a party or by which the Partnership is bound or (ii) any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to the Partnership, including without limitation applicable securities laws.
(d) No broker, finder, investment banker or other person is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Partnership.
Partnership Representations and Warranties. 34 7.2 Contributor's Representations and Warranties ....
