Common use of Representation and Warranties of Buyer Clause in Contracts

Representation and Warranties of Buyer. (a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Buyer has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Exceptions. (c) The execution, delivery and performance of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (d) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer.

Representation and Warranties of Buyer. (a) Buyer is a an Illinois limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) Buyer has all requisite power and authority to execute and deliver enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized DM_US 154610927-5.088627.0010 by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, Buyer and (assuming due authorization, execution and delivery by each Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Exceptions. (c) The executionBuyer is acquiring the Membership Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Membership Interest is not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Membership Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (d) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery and performance of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (de) There are no actions, suits, claims claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated herebyby this Agreement. (ef) No broker, finder or investment banker is entitled to any brokerage, finder’s 's or other fee or commission in connection with the transactions contemplated hereby by this Agreement based upon arrangements made by or on behalf of Buyer. (g) Buyer has had full access to the financial statements and materials of the Company, including but not limited to the appraisal of the Itasca Country Club, information concerning offers and inquires by prospective purchasers, tax returns and all other information of any type that Buyer wanted to review. Buyer is not relying on any statement or representation of Seller and has conducted its own due diligence prior to arriving at the Purchase Price.

Representation and Warranties of Buyer. Buyer hereby represents and warrants as follows: (a) Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware. (b) its formation. Buyer has all requisite full limited liability company power and authority to execute and deliver enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership liability company action on the part of Buyer. . (b) This Agreement has been duly executed and delivered by Buyer, Buyer and (assuming due authorization, execution and delivery by each Sellerthe other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Exceptions. (c) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (d) The execution, delivery and performance by Buyer of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, do not require conflict with, violate or result in the breach of, or create any consent, approval, ratification, permission, registration, waiver or other authorization Encumbrance on the assets of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authorityBuyer pursuant to, any court agreement, instrument, order, judgment, decree, law or tribunal governmental regulation to which Buyer is a party or any third partyis subject or by which Buyer’s assets are bound. (de) There are no actions, suits, claims claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. (f) Buyer has sufficient cash on hand to pay the Purchase Price at the Closing and will not use any cash of the Company for such payment or any portion thereof. (g) Buyer is (i) an “accredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended (the “Act”), and (ii) purchasing the Transferred Units for Buyer’s own account, for investment purposes only, not as a nominee or agent, and not with a view to the resale or distribution in violation of the Act or state securities laws. Buyer understands that the Transferred Units are being offered in a transaction not involving any public offering within the meaning of the Act, the Transferred Units have not been and will not be registered under the Act and Buyer shall offer, sell or transfer any portion of the Transferred Units only in accordance with the restrictions set forth in the Act and applicable state securities laws. (h) Buyer is a sophisticated entity with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of participation in the transactions contemplated herein, (ii) Buyer is capable of bearing the economic risks of the transactions contemplated herein, (iii) Buyer has, or has access to, such information as it deems appropriate under the circumstances concerning, among other things, the businesses, financial condition or prospects and litigation issues and outcomes of the issuer of the Transferred Units to make an informed decision regarding the purchase of the Transferred Units (including the Purchase Price therefor), and (iv) Buyer has independently and without reliance on CCUR (other than CCUR’s representations in Section 4 above) or any other party, and based on such information as it deems appropriate, made its own analysis and decision to enter into this Agreement and to consummate the transactions contemplated hereby. (ei) No brokerOther than CCUR’s representations in Section 4 above, finder Buyer is acquiring the Transferred Units without any representation or investment banker is entitled warranty of any kind or nature whatsoever, express or implied, oral or written, and, in particular, without any implied warranty or representation as to condition, merchantability or suitability as to any brokerage, finder’s of the assets or other fee or commission in connection with properties of the transactions contemplated hereby based upon arrangements made by or on behalf of BuyerCompany.