Regarding Seller. Seller hereby represents to Buyer that:
5.1.2.1 Seller is a duly organized, validly existing limited partnership and is in good standing under the laws of its State of organization; has full power to enter into this Agreement and to fulfill its obligations hereunder; has authorized its execution, delivery and performance of this Agreement by all necessary corporate action; and has caused this Agreement to be duly executed and delivered on its behalf to Buyer. Seller is qualified to do business and is in good standing in each jurisdiction in which the nature of the business or properties owned by Seller requires qualification.
5.1.2.2 Except for the Master Lease Consent and the Ground Sublease Consent, Seller has full right and power to convey and deliver possession of the Hotel Premises and to transfer all of the other property comprising the Hotel in accordance with this Agreement. This Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
5.1.2.3 As of the Effective Date, (i) no government or third-party approval or consent which has not already been obtained (or, with respect to consent from the parties to the agreements listed in Exhibit L attached hereto (the “Required Consents”), which will be obtained by Seller prior to Closing) is required for Seller’s execution and delivery of, or performance of obligations under, this Agreement and (ii) Seller’s execution, delivery and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or any Law to which Seller is a party or by which Seller or any of the property comprising the Hotel is bound.
5.1.2.4 As of the Effective Date, there are no lawsuits filed and served against Seller or, to Seller’s Knowledge, threatened against Seller, whose outcome could adversely affect Seller’s ability to perform its obligations under this Agreement.
5.1.2.5 Except for the Broker, Seller has not engaged or dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.
5.1.2.6 Seller is not the subject debtor under any federal, state or local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets, and no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, or similar proceedings are pending or, to Seller’s Knowledge, threatened against ...
Regarding Seller. 1. Seller has the corporate power and authority to execute and deliver the Principal Agreements and to carry out their terms.
1. The consummation of the transactions contemplated by and the fulfillment of the terms of the Principal Agreements will not conflict with or require any consent or approval under (as applicable) the certificate of incorporation or by-laws of Seller. The consummation of the transactions contemplated by and the fulfillment of the terms of the Principal Agreements also will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, or require any consent or approval under (as applicable) the certificate of incorporation or by-laws of Seller or any material term of any material indenture, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound, (ii) result in the creation or imposition of any material Lien upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or (iii) violate any law or any order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Seller or any of its properties, which conflict, breach, Lien or violation might reasonably be expected to have a material adverse effect on the ability of Seller to comply with the terms of any of the Principal Agreements or a material adverse effect on the Existing Trust Assets and the other Lease Contracts, Equipment, and other rights and interests to be sold to Purchaser under this Agreement.
1. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any Governmental Authority having jurisdiction over Seller or any of its properties or assets is required to be obtained by or with respect to Seller in connection with the execution, delivery and performance by Seller of the Principal Agreements and the consummation of the transactions contemplated hereby and thereby. The Seller has obtained all necessary licenses, permits and charters required to be obtained by the Seller, which failure to obtain would render any portion of the Principal Agreements unenforceable and would have a material adverse effect on the Bond Insurer or the Certificateholders.
1. The Principal Agreements have b...
Regarding Seller. Seller hereby represents to Buyer that:
5.1.3.1 Each of Seller is duly organized, validly existing and in good standing under the laws of its State of incorporation; excepting IP is qualified to do business in California; has full power to enter into this Agreement and to fulfill its obligations hereunder; has authorized its execution, delivery and performance of this Agreement by all necessary corporate action; and the Persons executing and delivering this Agreement on behalf of Seller have full power and authority to do so.
5.1.3.2 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, dissolution or other similar legal proceedings are pending or, to Seller's Knowledge, threatened against any of Seller and/or any direct or indirect shareholder in Seller, nor are any such proceedings contemplated by any of them; and none of Seller or any of such shareholders has ever been a debtor under any case commenced under the United States Bankruptcy Code.
5.1.3.3 Seller has full right and power to convey and deliver possession of the Hotel Premises and to transfer all of the other property comprising the Hotel in accordance with this Agreement.
5.1.3.4 Operator holds legal and beneficial title to all of the membership interests in HDC LLC, free and clear of all Liens and other encumbrances (other than Permitted Encumbrances), and has full right and power to sell and assign all such interests to Buyer. HDC LLC has no assets other than the FF&E (excluding the Leased Equipment), has engaged in no business other than holding such FF&E, and has no liabilities (except that HDC LLC holds the FF&E subject to Liens securing the Existing Loan). Within ten Business Days following the Effective Date, Seller will provide to Buyer True and Complete copies of the organizational documents of HDC LLC.
(A) Except for the consent of Lender, no Governmental Authority, internal or other third-party approval or consent which has not already been obtained is required for Seller's execution and delivery of, or performance of obligations under, this Agreement and (B), subject to obtaining Lender's consent to the transfer of the Hotel to and assumption of the Existing Loan by Buyer, Seller's execution, delivery and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or any Law to which Seller is a party or by which Seller or any of the property comprising the Hotel is bound.
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Regarding Seller. Except as disclosed in the Schedules or the Material Contracts List (with any disclosure in a Schedule or the Material Contracts List being deemed and understood to be a disclosure in each other Schedule or the Material Contracts List to which the applicability of the disclosure is apparent on its face, notwithstanding reference to a specific section or paragraph), and, with respect to representations and warranties as of the Closing, except as disclosed in the Updated Schedules or the Updated Material Contracts List (with any disclosure in an Updated Schedule or the Updated Material Contracts List being deemed and understood to be a disclosure in each other Updated Schedule or the Updated Material Contracts List to which the applicability of the disclosure is apparent on its face, notwithstanding reference to a specific section or paragraph), Seller hereby represents and warrants to Buyer as follows:
Regarding Seller. Seller hereby represents and warrants to Buyer as follows:
Regarding Seller. Seller hereby represents and warrants that, as of Effective Date:
5.1.2.1 Seller is duly formed or organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware; is in good standing and qualified to do business in the state where the Hotel is located and in every other jurisdiction where such qualification is legally required; has full legal power to enter into this Agreement and to fulfill its obligations hereunder; has taken all requisite action to authorize its execution, delivery and (subject to the subsequent approval of the Board of Directors of The Marcus Corporation pursuant to Section 9.2.3 hereof) performance of this Agreement and has caused this Agreement to be duly executed and delivered on its behalf to Buyer.
5.1.2.2 Seller has full right and power to convey the Hotel Premises and transfer all of the other assets comprising the Hotel in accordance with this Agreement.
5.1.2.3 (A) No government or third-party approvals or consents are required for Seller’s execution and delivery of, or performance of its obligations under, this Agreement and (B) Seller’s execution, delivery and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or any Law to which Seller is a party or by which Seller or any of the assets comprising the Hotel is bound.
5.1.2.4 Seller is not an “employee benefit plan” as defined in Section 3(3) of ERISA, nor is it an Affiliate of an employee benefit plan; and none of the Hotel constitutes “plan assets” as that term is used in 29 C.F.R. 2509.75-2.
Regarding Seller. (a) Seller was incorporated on January 25, 1995 and has transacted no business prior to the Initial Closing Date other than in preparation for the issuance of the Certificates and otherwise as permitted by its organizational documents.
(b) The representations and warranties made by Seller in the Equipment and Lease Purchase Agreement, the Insurance Agreement and the Pooling and Servicing Agreement are true and correct.
(c) The chief executive office and principal place of business of Seller is located in Bergen County, New Jersey.
(d) There is no order or action pending, or, to the best knowledge of Seller, threatened, against Seller that has or if determined adversely might reasonably be expected to have (x) a material adverse effect on Seller's ability to perform its obligations under the Principal Agreements or any aspect of the transactions contemplated thereby, or (y) a material adverse effect on the Lease Contracts and other rights and interests to be assigned to Trustee for the benefit of the Certificateholders and Bond Insurer under the terms of this Agreement and the Pooling and Servicing Agreement.
Regarding Seller. Seller hereby represents to Buyer that:
5.1.2.1 Seller is duly organized, validly existing and in good standing under the laws of its State of incorporation and Seller has qualified to do business as a foreign limited partnership in the Commonwealth of Virginia and the Seller’s general partner is a corporation which is duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. Seller has full power and authority to enter into this Agreement and to fulfill its obligations hereunder; has authorized its execution, delivery and performance of this Agreement by all necessary corporate and/or partnership action; and has caused this Agreement to be duly executed and delivered on its behalf to Buyer.
5.1.2.2 Seller has full right and power to convey and deliver possession of the Hotel and to transfer all of the other property comprising the Hotel in accordance with this Agreement, and the Hotel constitutes all or substantially all of the assets of Seller.
5.1.2.3 As of the Effective Date, (i) no government, third-party or other approval or consent which has not already been obtained is required for Seller’s execution and delivery of, or performance of obligations under, this Agreement and (ii) Seller’s execution, delivery and performance of this Agreement do not and will not violate, and are not restricted by, Seller’s organizational documents or any mortgage, indenture, contractual obligation, permit, judgment, order, decree or Law to which Seller is a party or by which Seller or any of the property comprising the Hotel is bound.
5.1.2.4 As of the Effective Date, there are no lawsuits pending or, to Seller’s knowledge, threatened against Seller or all or any part of the Property whose outcome could adversely affect Seller’s ability to perform its obligations under this Agreement or could have a material adverse effect on the Hotel or its operations.
5.1.2.5 Except for the Broker, Seller has not engaged or dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.
5.1.2.6 Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and income tax regulations promulgated thereunder).
5.1.2.7 None of Seller, Seller’s general partner or, to Seller’s knowledge, any of its other partners or members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or othe...
Regarding Seller. Seller hereby represents to Buyer that, as of the Effective Date, except as disclosed in Exhibit H or in any other Exhibit to this Agreement, in the Existing Environmental Report, the Existing Title Report or the Existing Survey:
5.1.2.1 Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; is qualified to do business and in good standing in the State of Massachusetts; has full power to enter into this Agreement and to fulfill its obligations hereunder; has authorized its execution, delivery and performance of this Agreement by all necessary corporate action; and has caused this Agreement to be duly executed and delivered on its behalf to Buyer.
5.1.2.2 Except as set forth on Exhibit H, at Closing, Seller will have the full right and power to convey and deliver possession of the Hotel Premises and to transfer all of the other property comprising the Hotel in accordance with this Agreement.
5.1.2.3 As of the Effective Date, except as set forth on Exhibit P: (i) no government or third-party approval or consent which has not already been obtained is required for Seller’s execution and delivery of, or performance of obligations under, this Agreement and (ii) Seller’s execution, delivery and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or any Law to which Seller is a party or by which Seller or any of the property comprising the Hotel is bound.
5.1.2.4 As of the Effective Date, there are no lawsuits filed and served against Seller or to Seller’s Knowledge otherwise pending or threatened whose outcome could adversely affect Seller’s ability to perform its obligations under this Agreement.
5.1.2.5 Except for the Broker, Seller has not engaged or dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.
Regarding Seller. (a) Seller was incorporated on March 19, 1997 and has transacted no business prior to the Initial Closing Date other than in preparation for the issuance of the Certificates and otherwise as permitted by its organizational documents.
(b) The representations and warranties made by Seller in the Equipment and Lease Purchase Agreement, the Insurance Agreement and the Pooling and Servicing Agreement are true and correct.
(c) The chief executive office and principal place of business of Seller is located in Rockland County, New York.