Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing it inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Purchaser, (2) to the best of Purchaser’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges that its purchase of the Membership Interests has not been solicited by any general means of advertising and that the purchase of the Membership Interests has been privately negotiated.

Purchaser Representations. Purchaser hereby represents and warrants to Seller as followsProvider that: (a) Purchaser is a limited liability company, company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing it inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, all requisite corporate power and authority and is duly authorized necessary to enter into this Agreement, to perform each of the covenants on its part to be performed obligations hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreementconsummate the transactions contemplated hereby. (c) Neither the execution, delivery or performance of this This Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in has been duly executed and delivered by Purchaser and constitutes a breach of or constitutes or will constitute a default under (1) the organizational documents valid and binding obligation of Purchaser, (2) to enforceable in accordance with its terms, except as limited by the best application of Purchaser’s knowledgebankruptcy, any law or any order, writ, injunction or decree moratorium and other laws affecting creditors' rights generally and as limited by the availability of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in specific performance and the creation or imposition application of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrumentequitable principles. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the The execution and delivery by Purchaser of this Agreement or Agreement, the performance by Recipient of its obligations hereunder. (e) hereunder and the consummation by Purchaser acknowledges that its purchase of the Membership Interests has transactions contemplated hereby do not been solicited and will not (i) conflict with or violate the provisions of Purchaser's certificate of incorporation or bylaws, (ii) with such exceptions as, individually and in the aggregate, have not had and are not reasonably likely to have, a material adverse effect on the ability of Purchaser to perform its obligations hereunder, conflict with, constitute a default under, result in a violation or breach of, result in the acceleration of any rights under, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, any Contract which Recipient is subject, (iii) violate or breach the terms of, or cause any default under, any Law to which Recipient is subject, (iv) require any authorization, consent, approval, exemption or other action by or notice to any general means Governmental Entity, or (v) with the passage of advertising and that time, the purchase giving of notice or the taking of any action by another Person, have any of the Membership Interests has been privately negotiatedeffects described in clauses (i) through (iv) of this clause (d).

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing it inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this AgreementAgreement including, without limitation, the Purchaser Deliveries to which it is a party; provided, however, that Purchaser will require approval of its board of directors in order to consummate the acquisition of the Property, which approval Purchaser will seek to obtain prior to the expiration of the Due Diligence Period. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of PurchaserPurchaser (subject to obtaining the board of directors approval as contemplated in subparagraph (a) above), (2) to the best of Purchaser’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrumentbound. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges that its purchase of the Membership Interests has not been solicited by any general means of advertising and that the purchase of the Membership Interests has been privately negotiated.

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser is a limited liability companycorporation, duly formed, validly existing and in good standing under the laws of the State of DelawareMaryland. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (ia) made a general assignment for the benefit of creditors, (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iiic) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (ve) admitted in writing it inability to pay its debts as they come due or (vif) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Purchaser, (2) to the best of Purchaser’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (d) No authorization, consent, or approval of any governmental authority (including courts) or any other Person is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges that its purchase is not, and will not be, a Person with whom Seller is restricted from doing business with under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the Membership Interests has not been solicited by any general means “USA Patriot Act”) and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”), including persons and entities named on the Office of advertising Foreign Asset Control Specially Designated Nationals and that the purchase of the Membership Interests has been privately negotiated.Blocked Persons List;

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (ia) made a general assignment for the benefit of creditors, (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s 's creditors, (iiic) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s 's assets, (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s 's assets, (ve) admitted in writing it inability to pay its debts as they come due or (vif) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Purchaser, (2) to the best of Purchaser’s 's knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges and agrees that its purchase the Property is subject to the terms of the Membership Interests has not been solicited by any general means of advertising Lease and that the purchase Tenant's right to possession and occupancy of the Membership Interests has been privately negotiatedProperty as described in Section 8.6 below.

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: : (a) Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. . (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (ia) made a general assignment for the benefit of creditors, (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iiic) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (ve) admitted in writing it its inability to pay its debts as they come due or (vif) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Purchaser, (2) to the best of Purchaser’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges that its purchase of the Membership Interests has not been solicited by any general means of advertising and that the purchase of the Membership Interests has been privately negotiated.

Purchaser Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser which, if determined adversely to Purchaser, would adversely affect its ability to perform its obligations hereunder. Purchaser has not (ia) made a general assignment for the benefit of creditors, (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Purchaser’s creditors, (iiic) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (ve) admitted in writing it its inability to pay its debts as they come due or (vif) made an offer of settlement, extension or composition to its creditors generally. Purchaser has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (c) Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Purchaser, (2) to the best of Purchaser’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Purchaser is a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (d) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Purchaser of this Agreement or the performance of its obligations hereunder. (e) Purchaser acknowledges represents and warrants to Seller that its purchase Purchaser is an affiliate of the Membership Interests has not been solicited by any general means of advertising STAG Capital Partners, LLC and that the purchase Letter of Intent signed by Seller in favor of STAG Capital Partners, LLC is binding on the Membership Interests has been privately negotiatedPurchaser and Purchaser agrees this Agreement is the basis upon which Seller and Purchaser have negotiated this Agreement.