Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. The Purchaser represents and warrants to the Vendor as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, that: (a) the Purchaser is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports under the law of British Columbia has full power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein; (b) all necessary corporate action on the part of the directors and shareholders of the Purchaser has been taken to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein; (c) except for the Existing Liabilities, there is to the knowledge of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating to the Purchased Assets, or which would prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, nor does the Purchaser know of any reasonable basis for any such action, proceeding or inquiry; (d) the Purchaser is acquiring the Purchased Assets “as is” and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use of the Purchased Assets and has relied solely upon its own investigation and the express representations and warranties of the Vendor set forth in this Agreement in proceeding with the transactions contemplated herein; (e) neither the Vendor or any other person has made any representation or warranty as to the Purchased Assets, except as expressly set forth in section 9 of this Agreement; and

Purchaser Representations. The In order to induce Seller to enter into this Agreement, Purchaser warrants and represents the following as of the Effective Date: (i) It has the full power and warrants authority to perform all of its obligations under this Agreement, and has been duly organized, is validly existing and is in good standing under the laws of the State of Maryland in which it was formed, and, if required to do so, is qualified to do business in the State of New Jersey; (ii) Subject to the Vendor as representations terms of this Agreement, it has the right, power and warranties that are true as at authority, without the date hereofjoinder of any other person or entity, to enter into, execute and will be true at the Closing Date, and that are to continue deliver this Agreement and to survive perform all duties and obligations imposed on it under this Agreement; (iii) This Agreement is a valid obligation of Purchaser and is binding upon it in accordance with the terms hereof; the persons or parties executing this Agreement on its behalf have been duly authorized and empowered to bind it to this Agreement; (iv) Subject to the terms of this Agreement, neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement to which it is a party or by which it is bound; (v) To its actual knowledge, there are no existing or pending litigation or insolvency actions or claims with respect to its ability to consummate the proposed transaction; (vi) It has the financial capacity to pay the Purchase Price and all other costs and expenses in connection with the purchase of the Purchased Assets, that: (a) Property. Purchaser’s obligations to pay the Purchaser is duly incorporated, validly existing, Purchase Price and in good standing with respect to the filing of annual reports under the law of British Columbia has full power, authority and capacity to enter into this Agreement and to carry out otherwise consummate the transactions contemplated hereinhereby are not in any way conditioned upon Purchaser’s ability to obtain financing of any type or nature whatsoever (i.e., whether by way of debt financing or equity investment, or otherwise); (bvii) all necessary corporate action on Purchaser is purchasing the part Property as investment rental property, and not for Purchaser’s own operations or use; and (viii) Purchaser is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC of the directors and shareholders Department of the Purchaser has been taken Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein; (c) except for the Existing Liabilities, there is to the knowledge of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating to the Purchased AssetsCommit, or which would preventSupport Terrorism), enjoin or other governmental action and is not and will not engage in any dealings or transactions or be otherwise delay the transactions contemplated by this Agreement, nor does the Purchaser know of any reasonable basis for any associated with such action, proceeding persons or inquiry; (d) the Purchaser is acquiring the Purchased Assets “as is” and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use of the Purchased Assets and has relied solely upon its own investigation and the express representations and warranties of the Vendor set forth in this Agreement in proceeding with the transactions contemplated herein; (e) neither the Vendor or any other person has made any representation or warranty as to the Purchased Assets, except as expressly set forth in section 9 of this Agreement; andentities.

Purchaser Representations. The Purchaser represents and warrants to Raleigh and the Vendor General Partner that the statements contained in this Section 11 are correct and complete as representations and warranties that are true as at of the date hereof, of this Agreement and will shall be true at the Closing Date, correct and that are to continue and to survive the purchase complete as of the Purchased Assets, thatRaleigh Interests Closing or upon the date the Raleigh Interests Call is exercised as though then made: (a) the Purchaser is duly incorporateda corporation organized, validly existing, existing and in good standing under the laws of Florida. Purchaser possesses all requisite power and authority to carry out the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, and the Purchaser Release Agreement, to the extent required to be executed and delivered by the Purchaser hereunder, will upon such execution and delivery constitute the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. The execution, delivery and performance by Purchaser of this Agreement and the Purchaser Release Agreement and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i) violate any provision of any law, rule, regulation, agreement, document or instrument to which the Purchaser is subject or (ii) conflict or violate any order, judgment, injunction, award or decree applicable to Purchaser. (c) The Purchaser has received information with respect to all matters that the filing of annual reports under the law of British Columbia has full power, authority and capacity Purchaser considers material to its decision to enter into this Agreement and to carry out purchase the transactions contemplated herein; (b) all necessary corporate action on Raleigh Interests in the part of event that Raleigh makes a Sale Election or the directors Purchaser exercises the Raleigh Interests Call, and shareholders of acknowledges that the Purchaser, its attorneys and/or any accountants and other persons the Purchaser has been taken retained to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein; (c) except for the Existing Liabilities, there is advise it with respect to the knowledge of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating to the Purchased Assets, or which would prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, nor does Agreement (including the Purchaser know purchase of the Raleigh Interests and any reasonable basis for Resolved Interests) have had ample opportunity to ask questions of and receive answers from persons acting on behalf of the Partnership concerning the Raleigh Interests and any such action, proceeding or inquiry;Resolved Interests and the transactions contemplated hereby. (d) The officers, directors and partners of the Purchaser have such knowledge and experience in financial and business matters that the Purchaser is acquiring capable of evaluating the Purchased Assets “as is” merits and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use risks of the Purchased Assets purchase of the Raleigh Interests and any Resolved Interests pursuant to this Agreement. In entering into this Agreement, the Purchase has relied solely upon its own investigation and analysis, its knowledge of the express industry in which the Partnership conducts its business and the representations and warranties of Raleigh and the Vendor General Partner expressly set forth in this Agreement in proceeding Agreement, and not upon any other representations, warranties or statements of any kind. The Purchaser is acquiring the Raleigh Interests and any Resolved Interests for investment purposes only and not with a view to the transactions contemplated herein;distribution thereof. (e) neither Purchaser hereby represents and warrants that St. Xxx/Arvida Company, L.P., a Delaware limited partnership ("St. Xxx/Arvida"), shall not permit or consent to any amendment of the Vendor Sub-Management Agreement or License Agreement that would have the effect of terminating either such agreement or releasing Sub-Manager/Licensor from any other person has made any representation or warranty as of its material obligations thereunder prior to the Purchased Assets, except date on which such party would be entitled to terminate either such agreement as expressly set forth in section 9 of this Agreement; andthe date hereof.

Purchaser Representations. The Purchaser hereby represents and warrants to the Vendor as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, that: (ai) the (A) such Purchaser is duly incorporatedorganized and (B) such Purchaser's execution, validly existingdelivery and performance of this Agreement has been duly authorized by all necessary partnership action required on the part of Purchaser, (ii) Purchaser's execution, delivery and performance of this Agreement will not, in good standing any material respect, breach or conflict with respect or cause a default under, any applicable law or other agreement or instrument to the filing of annual reports under the law of British Columbia which Purchaser is a party or by which it is bound, (iii) it has full powerpower and authority to execute, authority deliver and capacity to enter into perform this Agreement and to carry out purchase the transactions contemplated herein; Company Preferred and Common Stock to be purchased by Purchaser hereunder, (biv) all necessary corporate action on this Agreement constitutes the part valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, (v) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the directors federal securities laws or any applicable state securities laws, provided that nothing contained herein shall prevent the Purchaser and shareholders subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof, (vi) its financial condition is such that such Purchaser is able to bear the risk of holding the Company Preferred and Common Stock to be received by Purchaser for an indefinite period of time, (vii) it has such knowledge and experience in financial and business matters and in making investments of this type and that Purchaser is capable of evaluating the merits and risks of purchasing the Company Preferred and the Common Stock, (viii) it has been provided access to such information and documents of the Company as such Purchaser has requested and has been taken afforded an opportunity to authorize ask questions of and approve receive answers from representatives of the execution Company concerning the terms and delivery conditions of this Agreement and the completion purchase of the transactions contemplated herein; (c) except for the Existing Liabilities, there is to the knowledge of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating to the Purchased Assets, or which would prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, nor does the Purchaser know of any reasonable basis for any such action, proceeding or inquiry; (d) the Purchaser is acquiring the Purchased Assets “as is” and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use of the Purchased Assets and has relied solely upon its own investigation Company Preferred and the express representations Common Stock and warranties (ix) it is an "accredited investor" within the meaning of the Vendor such term set forth in this Agreement in proceeding with Rule 501(a) of the transactions contemplated herein; (e) neither Securities Act for the Vendor or any other person has made any representation or warranty as to the Purchased Assets, except as expressly set forth in section 9 of this Agreement; andCompany Preferred and Common Stock being purchased hereby.

Purchaser Representations. The Each Purchaser for itself and for no other Purchasers hereby represents and warrants to the Vendor as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, thatfollows: (ai) the The Purchaser is duly incorporated, validly existingacquiring the shares of Series H Preferred Stock purchased hereunder and will acquire the other Restricted Securities issued or issuable upon conversion of or as a distribution upon such shares for its own account, and not as nominee or agent, with the present intention of holding such securities for purposes of investment, and it has no intention of selling such securities in good standing a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with respect to the filing provisions of annual reports under the law of British Columbia has full power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein;paragraph 7 hereof. (bii) all necessary corporate action on the part of the directors and shareholders of the Purchaser has been taken to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein; (c) except There are no claims for the Existing Liabilitiesbrokerage commissions, there is to the knowledge of the Purchaser no litigation finders fees or administrative or governmental proceeding or inquiry pending against or relating to the Purchased Assets, or which would prevent, enjoin or otherwise delay similar compensation in connection with the transactions contemplated by this Agreement, nor does Agreement based upon any arrangement or agreement binding upon the Purchaser know for which the Company may be liable, and the Purchaser will pay, and hold the Company and the other Purchasers harmless against, any liability, loss or expense (including, without limitation reasonable attorneys' fees and out-of-pocket expenses) for such claims arising out of any reasonable basis for any such action, proceeding the actions of the Purchaser or inquiry;its employees. (diii) To the best of its knowledge, the Purchaser is acquiring the Purchased Assets “as is” and “where is”, has been furnished with such materials and has conducted its own independent investigationbeen given access to such information relating to the Company, review and analysis together with such additional information as is necessary to merchantability, condition and fitness for use verify the accuracy of the Purchased Assets and information supplied, as it or its qualified representative has relied solely upon its own investigation and requested. The Purchaser has been afforded the express opportunity to ask such questions regarding the Company as it has found necessary to make an informed investment decision with respect to the Series H Preferred. The foregoing, however, does not limit or modify the representations and warranties of the Vendor Company set forth in paragraph 8 of this Agreement Agreement. (iv) By reason of the Purchaser's business or financial experience, or the business or financial experience of its professional adviser, it has the capacity to protect its own interests in proceeding connection with the transactions contemplated herein;in this Agreement and is capable of evaluating the merits and risks of its prospective investment in the Company. The Purchaser has the ability to bear the economic risks of the investment, including a complete loss of its investment in the Series H Preferred. (ev) neither If the Vendor Purchaser is a corporation, partnership, trust or other entity, it was not formed for the specific purpose of acquiring the Series H Preferred offered hereunder. (vi) The Purchaser hereby acknowledges that any future transfer of the Company's securities among the Purchasers or their Affiliates or blood relatives or any future acquisition by any Purchasers, their Affiliates or blood relatives of any voting securities of the Company may require the filing of a Notification and Report Form for Certain Mergers and Acquisitions under the Hart-Scott-Rodino Act prior to consummating any such transfer or acquixxxxxx. (vii) If the Purchaser is an individual, the Purchaser does not own or control more than 50% of the outstanding voting securities of any Purchaser which is a corporation. (viii) The Purchaser has not entered into any voting agreement or voting trust with any other Purchaser or Affiliate or blood relative of a Purchaser with respect to any of the Company's securities or any other person has made agreement to vote or have its shares of the Company's securities voted together with any representation shares of the Company's securities held by any other Purchaser or warranty as to the Purchased Assets, except as expressly set forth in section 9 any Affiliate or blood relative of this Agreement; anda Purchaser. (ix) FOURCAR B.V. represents that it is not an Affiliate of S.A.

Purchaser Representations. The Purchaser hereby represents and warrants to the Vendor as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, thatfollows: (a) The Purchaser has been furnished with, and has carefully read the applicable form of Registration Rights Agreement annexed hereto as Exhibit A (the "Registration Rights Agreement"), and is familiar with and understands the terms of this Agreement. With respect to tax and other economic considerations involved in this investment, the Purchaser is duly incorporatednot relying on the Company. The Purchaser has carefully considered and has, validly existing, and in good standing with respect to the filing extent the Purchaser believes such discussion necessary, discussed with the Purchaser's professional legal, tax, accounting and financial advisors the suitability of annual reports under an investment in the law of British Columbia Company, by purchasing the Shares, for the Purchaser's particular tax and financial situation and has full power, authority and capacity to enter into this Agreement and to carry out determined that the transactions contemplated herein;investment being made by the Purchaser is a suitable investment for the Purchaser. (b) The Purchaser acknowledges that all necessary corporate action on the part of the directors documents, records, and shareholders of books pertaining to this investment which the Purchaser has requested includes Form 10-K (and all amendments thereto, if any) for the fiscal year ended December 31, 1999, and Forms 10-Q (and all amendments thereto, if any) for the two succeeding quarters and Form S- 3 filed on June 28, 2000,(and all amendments thereto, if any) (the "Disclosure Documents") which have been taken made available for inspection by the Purchaser or the Purchaser has had access to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein;Disclosure Documents. (c) except for If this Agreement is executed and delivered on behalf of a corporation, (i) such corporation has the Existing Liabilitiesfull legal right and power and all authority and approval required (a) to execute and deliver, there is to or authorize execution and delivery of, this Agreement and all other instruments (including, without limitation, the knowledge Registration Rights Agreement) executed and delivered by or on behalf of such corporation in connection with the purchase of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating Shares and (b) to purchase and hold the Purchased Assets, or which would prevent, enjoin or otherwise delay Shares; and (ii) the transactions contemplated by this Agreement, nor does signature of the Purchaser know party signing on behalf of any reasonable basis for any such action, proceeding or inquiry;corporation is binding upon such corporation. (d) The Purchaser shall indemnify and hold harmless the Company and each stockholder, executive, employee, representative, affiliate, officer, director, agent (including Counsel) or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the Purchaser is acquiring to the Purchased Assets “as is” Company or omitted or alleged to have been omitted by the Purchaser, concerning the Purchaser or the Purchaser's subscription for and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use purchase of the Purchased Assets and has relied solely upon its own investigation and Shares or the express representations and warranties of the Vendor set forth Purchaser's authority to invest or financial position in connection with this transaction, including, without limitation, any such misrepresentation, misstatement or omission contained in this Agreement or any other document submitted by the Purchaser, against losses, liabilities and expenses for which the Company, or any stockholder, executive, employee, representative, affiliate, officer, director, agent (including Counsel) or control person of the Company has not otherwise been reimbursed (including attorneys' fees and disbursements, judgments, fines and amounts paid in proceeding settlement) actually and reasonably incurred by the Company, or such officer, director stockholder, executive, employee, agent (including Counsel), representative, affiliate or control person in connection with the transactions contemplated herein;such action, suit or proceeding. (e) neither The Purchaser or the Vendor Purchaser's representatives, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with this transaction to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. (f) The Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under Securities Act of 1933, as amended, (the "1933 Act") by reason of Rule 501(a), and (ii) experienced in making investments of the kind described in this Agreement, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any other person has made any representation or warranty as of its affiliates), to protect its own interests in connection with the Purchased Assets, except as expressly set forth transactions described in section 9 of this Agreement; and, and the related documents, and (iv) able to afford the entire loss of its investment in this transaction.

Purchaser Representations. The Purchaser represents and warrants to the Vendor as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, Company that: (a) the Purchaser is duly incorporated, validly existing, and in good standing with respect to an accredited investor within the filing meaning of annual reports Rule 501(a) under the law of British Columbia has full power, authority Securities Act and capacity the Securities to enter into be acquired by it pursuant to this Agreement are being acquired for its own account and to carry out the transactions contemplated hereinnot with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws; (b) all necessary corporate action on the part execution, delivery and performance of this Agreement, including the purchase of the directors Securities pursuant hereto, are within Purchaser's corporate powers and shareholders of the Purchaser has have been taken to authorize duly and approve the execution and delivery of this Agreement and the completion of the transactions contemplated hereinvalidly authorized by all requisite corporate action; (c) except for the Existing Liabilities, there is to the knowledge of the Purchaser no litigation or administrative or governmental proceeding or inquiry pending against or relating to the Purchased Assets, or which would prevent, enjoin or otherwise delay the transactions contemplated this Agreement has been duly executed and delivered by this Agreement, nor does the Purchaser know of any reasonable basis for any such action, proceeding or inquiryPurchaser; (d) this Agreement constitutes a valid and binding agreement of Purchaser, enforceable in accordance with its terms, except that the Purchaser is acquiring enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the Purchased Assets “as is” and “where is”, and has conducted its own independent investigation, review and analysis as to merchantability, condition and fitness for use discretion of the Purchased Assets and has relied solely upon its own investigation and the express representations and warranties of the Vendor set forth in this Agreement in court before which any proceeding with the transactions contemplated hereintherefor may be brought; (e) neither the Vendor or any other person Purchaser has made any representation or warranty such knowledge and experience in financial and business matters so as to be capable of evaluating the Purchased Assets, except as expressly set forth merits and risks of its investment in section 9 the Securities and Purchaser is capable of this Agreementbearing the economic risks of such investment; and (f) Purchaser is not acquiring the Securities to be acquired by it pursuant to this Agreement with "plan assets" of any "employee benefit plan" (or its related trust) within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA or with any assets of any "plan" (or its related trust) as defined in Section 4975 of the Code.