Common use of REPRESENTATIONS AND WARRANTIES BY BUYER Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction. (b) The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. The Buyer represents and warrants as of to the Effective Date and during the Term of this Agreement, that:Seller. (a) It A. The Buyer is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws of governing its incorporating jurisdictionorganization and has all licenses necessary to carry on its business as now being conducted and, if required by applicable law, is licensed, qualified and in good standing in each state where it conducts business. (bB. The Buyer has full power and authority to execute, deliver and perform this Agreement, including authority to purchase the Participation Interest(s) in the Mortgage Loans hereunder. C. All necessary corporate, regulatory or other similar action has been taken to authorize and empower the Buyer, and the officers or representatives acting on its behalf, to execute, deliver and perform this Agreement. D. The execution and delivery of this Agreement by the Buyer and the consummation performance of or compliance with the terms and conditions hereof by the Buyer do not or will not conflict with or result in, as the case may be, a material breach of any of the transactions contemplated thereby have been duly authorized terms and conditions or provisions of the articles of incorporation or bylaws of the Buyer or any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which the Buyer or its properties or assets are subject. E. The execution and delivery of this Agreement by all necessary boardthe Buyer and the performance of or compliance with the terms and conditions hereof by the Buyer do not or will not conflict with or result in, as the case may be, a material breach of any of the terms, conditions or provisions of or constitute a material default under any indenture, loan or credit agreement or any other agreement, or other action on behalf of the Buyer, and instrument to which the Buyer is not subject a party or by which it or its properties or assets may be materially affected. F. Assuming due authorization, execution and delivery by the Seller, this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer according to any charterits terms and conditions set forth herein. G. No consent, bylawapproval, lien authorization or encumbrance, agreement, instrument, order or decree of any court or governmental agency or body which would prevent is required for the execution, delivery and performance by the Buyer of or compliance by the Buyer with this Agreement, the purchase of the Participation Interest(s) in the Participated Mortgage Loans by the Buyer or the consummation of the transactions contemplated by this Agreement. The executionAgreement or, delivery and performance of this Agreement by Buyer does not and will not violate any material statuteif required, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement such approval has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, subject, however, obtained prior to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)closing date. (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) H. There is no action, suit, proceeding, inquiry regulatory of other proceeding of any kind pending or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against or materially affecting the Buyer contesting or affecting as the properties or assets of the Buyer before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Buyer, would prohibit the Buyer the execution, delivery, validity or enforceability of from executing and delivering this AgreementAgreement and performing its obligations hereunder. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) I. The Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or a sophisticated and knowledgeable financial institution, both generally and with respect to borrowed moneyinvestments of this type. J. The Buyer is purchasing its Participation lnterest(s) hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale or distribution thereof, and can bear the economic risk related to the purchase of same.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, to Seller that: (a) It Buyer is a corporation duly organized, validly existing and in good standing California irrigation district under the laws of the State of California and has the legal power and authority to own its incorporating jurisdictionproperties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary action, and do not require any consent or approval of Buyer’s board of directors or members other than that which has been obtained. (c) The execution and delivery of this Agreement by Buyer and Agreement, the consummation of the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyerhereby, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree fulfillment of any court or governmental body which would prevent and compliance with the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance provisions of this Agreement by Buyer does do not and will not violate any material statute, ordinance conflict with or governmental rule or regulation applicable to Buyer, or result in constitute a breach of or constitute a default under any indenture legal requirements, its organic statute or bylaws, or any deed of trust, mortgage, loan agreement, or any other agreement or instrument to which it Buyer is a Party party or by which it or any of its property may is bound, which conflicts or breaches, individually, or in the aggregate, would reasonably be bound. expected to result in a material adverse effect on Buyer or its ability to perform hereunder. (d) This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as constitutes the result thereof shall, constitute legal, valid and binding obligations obligation of Buyer enforceable in accordance with their its terms, subject, however, to the effects of except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or similar laws from time to time in effect relating to or affecting the rights and remedies enforcement of creditors’ rights generally or by general equitable principles, as well as to general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There is no actionpending, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against action or proceeding affecting Buyer contesting or affecting as before any Governmental Authority, which purports to Buyer affect the execution, deliverylegality, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge. Additionally, no event has occurred Buyer represents, warrants and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as covenants that with respect to Buyer its contractual obligations under this Agreement. (g) Buyer is , it will not in default under any material term claim immunity on the grounds of any agreement sovereignty or instrument relating to any obligation of Buyer for or similar grounds with respect to borrowed moneyitself or its revenues or assets from suit, jurisdiction of court, relief by way of injunction, order for specific performance or recovery of property, attachment of assets, or execution or enforcement of any judgment.

REPRESENTATIONS AND WARRANTIES BY BUYER. The Buyer represents and warrants as of to the Effective Date and during the Term of this Agreement, Transporter that: (a) It : it is a corporation company/ partnership firm/proprietary concern/society, duly organized, organized and validly existing and in good standing under the laws of its incorporating jurisdiction. (b) The execution India and delivery of has all requisite legal power and authority and corporate authorisations at the shareholder and board level to execute this Agreement by Buyer and the consummation of Definitive Agreements and carry out the terms, conditions and provisions hereof and under the Definitive Agreements; it has in full force and effect all requisite clearances, approvals and permits necessary to enter into this Agreement and the Definitive Agreements and perform its obligations hereof and under the Definitive Agreements; this Agreement and the transactions contemplated thereby have been duly authorized by all necessary boardherein (including the GTA) do not contravene its constitutional documents or any law, regulation or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not government directive and will not violate contravene any material statuteprovisions of, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under under, any indenture other agreement or agreement instrument to which it is a Party party or by which it or its property may be bound. This Agreement has been duly executed and delivered bound or any of its obligations or undertakings by Buyer, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and binding obligations which it or any of Buyer enforceable in accordance with their terms, subject, however, its assets are bound or cause a limitation on its powers or cause it to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There exceed its authorised powers; there is no actionpending or threatened actions, suit, proceeding, inquiry suits or investigation, at law proceedings which are likely to adversely affect it or in equity, its affiliates or any of their respective assets before or by any a court, governmental agency, public board commission or body, pending or, arbitrator or administrative tribunal regarding its ability to the knowledge of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer perform its obligations under this Agreement. ; and neither it nor any of its affiliates have immunity from the jurisdiction of a court or from legal process (gwhether through service of notice, attachment prior to judgement, attachment in aid of execution, execution or otherwise). it confirms that all its representations and warranties set forth in this Agreement are true, complete and correct in all respects at the time as of which such representations and warranties were made or deemed made. Buyer hereby represents and warrants to the Transporter that the Gas being delivered for transportation to the Transporter shall meet the quality and safety standards as per applicable laws, including but not limited to Petroleum and Natural Gas Regulatory Board (Access Code for Common Carrier or Contract Carrier Natural Gas Pipelines) Regulations, 2008 as amended from time to time. Buyer is not in default under any material term hereby represents and warrants to the Transporter that the Gas so tendered at the Delivery Point will be free from all encumbrances, liens, charges, security interests and adverse claims of any agreement or instrument relating to description, including any obligation of Buyer for or claim by a Third-Party with respect to borrowed moneythe ownership of Gas. Buyer hereby represents and warrants to the Transporter that it shall provide all requisite facilities and required infrastructure such as land, and other utilities (free of cost) to Transporter for installation, operation, maintenance and modification of Transporter’s facilities at Redelivery Points. Buyer hereby represents and warrants to the Transporter that it shall cooperate with the Transporter in installing, operating, maintaining, and modifying any specific Redelivery Point facilities, if necessary. Buyer hereby represents and warrants to the Transporter that it shall offtake the entire quantities delivered at the Redelivery Point pursuant to the GTA. Buyer hereby represents and warrants to the Transporter that adequate insurance in respect of its facilities, including third Party risks shall be maintained at all times and any such insurances shall include a waiver of subrogation rights against the Transporter so that the insurers may not make any claim which the Buyer is prevented from making. Buyer hereby represents and warrants to the Transporter, that it shall comply in all material respects with any applicable laws, if any, in order to enable the Transporter to comply and perform its respective obligations under the Agreementand the Definitive Agreements; Buyer hereby represents and warrants to the Transporter, that it shall provide all information/documents to the Transporter, as may be required by Transporter for the purposes of the Agreement, and the Definitive Agreements.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby represents and warrants to Seller that the following are true and correct as of the Effective Date and during date of the Term execution of this Agreement, thatAgreement and that the following shall be true and correct as of the Closing: (a) It 5.1. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Maryland and has the power and authority to carry on its incorporating jurisdictionbusiness, and to enter into this Agreement and the transactions contemplated hereby. (b) 5.2. Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by it hereby. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated thereby hereby have been duly and validly authorized by all necessary board, or other corporate action required on behalf the part of the Buyer, Buyer and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has been duly and validly executed and delivered by Buyer, and this . This Agreement does, and such documents and instruments executed as constitutes the result thereof shall, constitute legal, valid and binding obligations agreement of Buyer, enforceable against Buyer enforceable in accordance with their its terms. 5.3. No consent, subjectapproval, howeverauthorization, permit or license from any federal, state, or local regulatory authority is required in connection with Buyer’s obligations with respect to the transactions contemplated herein. Buyer is not a party to or otherwise subject to any contract or agreement which restricts or otherwise affects Buyer’s right or ability to undertake the transactions contemplated hereby or the performance of any of its respective terms. Buyer’s execution of this Agreement will not violate any provision of law or any agreement previously entered into, other than those for which Buyer shall obtain all required consents or waivers prior to Closing. 5.4. Neither this Agreement nor any other document, certificate, or statement furnished to Seller by Buyer or any partner, employee, or affiliate of Buyer or, to the effects best knowledge of bankruptcyBuyer, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed by any investment banker, broker or finder third party in connection with the transactions contemplated by this Agreement nor has it taken hereby, contains any action which would give rise untrue statement of material fact or omits to state a valid claim against material fact necessary in order to make the statements contained herein and therein not misleading. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the Closing, and shall survive the Closing. Buyer further agrees to notify Seller for a brokerage commission, finder’s fee immediately in writing if any of the representations or other like paymentwarranties herein are breached or are no longer accurate at any time prior to and including the Closing. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, that: (a) It Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all the requisite power and authority to own its incorporating jurisdictionproperties as presently owned and to carry on its business as now conducted. (b) The execution and delivery Buyer’s Board of this Agreement by Buyer and the consummation of the transactions contemplated thereby have been duly Directors, if necessary, has authorized by all necessary board, or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement. (c) This Agreement by Buyerconstitutes a legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms. (d) Buyer is not obligated, absolutely or contingently, to any person for a finder’s fee, brokerage commission, or other than those that have already been obtained by Buyersimilar payment in connection with the transactions contemplated hereto this Agreement, and Buyer agrees to indemnify and hold Seller harmless from any such claims for such payments made or threatened. (e) There is no actionBuyer will pay all of its own expenses whether or not the transactions contemplated hereto are consummated. Buyer will pay all income, suitfranchise, proceedingpayroll, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, sales and all other taxes relating to the knowledge sale of the Product subsequent to the Closing. Any applicable state, county or city sales and transfer taxes for the sale of the Assets shall be paid by Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred the execution and is continuing which would constitutedelivery by Buyer of this Agreement, and the performance by Buyer of this Agreement and the consummation of the transactions herein contemplated, will not conflict with, or upon result in a breach of the passage terms of, or constitute a default under or violation of, any law or regulation of time any domestic governmental authority, or the giving Articles or Certificate of notice Incorporation or both could constituteBy-Laws of Buyer or any material agreement or instrument to which Buyer is a party or by which Buyer is bound or to which it is subject, an Event nor will it give to others any interests or rights, including rights or termination, acceleration or cancellation, in or with respect to any of Default as the properties, assets, agreements, contracts or business of Buyer. To Buyer’s knowledge no consent of any governmental authority is required to be obtained on the part of Buyer under to permit the transactions contemplated by this Agreement. (g) To Buyer’s knowledge, the execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions herein contemplated, will not conflict with or result in the breach or violation of, any judgment, order, writ, injunction or decree of any domestic court or governmental department, commission, board, bureau, agency, or instrumentality, and Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed moneyany such judgment, order, writ, injunction or decree.

REPRESENTATIONS AND WARRANTIES BY BUYER. 14.1 Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, to Seller that: (a) It is a corporation duly organized14.1.1 Buyer has the full power and authority to execute, validly existing deliver and in good standing under perform this Agreement and to carry out the laws of its incorporating jurisdiction.transactions contemplated hereby; (b) The 14.1.2 the execution and delivery of this Agreement by Buyer and the consummation carrying out by Buyer of the transactions contemplated thereby hereby have been duly authorized by all necessary board, or other action on behalf of the Buyerrequisite corporate action, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has been duly executed and delivered by Buyer, Buyer and this Agreement does, and such documents and instruments executed as constitutes the result thereof shall, constitute legal, valid and binding obligations obligation of Buyer Buyer, enforceable against it in accordance with their termsthe terms hereof, subject, however, subject to the effects of limitations imposed by bankruptcy, insolvency, reorganization, moratorium and or other similar laws from time to time in effect relating to or affecting the rights and remedies enforcement of creditors, as well as to ' rights generally and general principles of equity (regardless equity; 14.1.3 to the best of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment bankerBuyer's knowledge, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commissionno authorization, finder’s fee or other like payment. (d) No consent, approval, permit, approval or order, license or authorization of notice to or registration, qualification, declaration or filing with, any governmental bodyauthority, regulatory agency or the voting public is required in connection with for the execution, delivery and performance by such party of this Agreement or the carrying out by such party of the transactions contemplated hereby; 14.1.4 to the best of Buyer's knowledge, other than those that have already been obtained none of the execution, delivery and performance by Buyer. (e) There is no actionBuyer of this Agreement, suitthe compliance with the terms and provisions hereof, proceedingand the carrying out of the transactions contemplated hereby, inquiry materially conflicts or investigationwill conflict with or result in a material breach or violation of any of the terms, at law conditions, or in equityprovisions of any law, before governmental rule or regulation or organizational document, as amended, or bylaws, as amended, of Buyer or any applicable order, writ, injunction, judgment or decree of any court or governmental authority against Buyer or by which it or any courtof its properties is bound, or any loan agreement, indenture, mortgage, bond, note, resolution, contract or other agreement or instrument to which such Buyer is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the imposition of any third party lien upon any of its properties; and 14.1.5 there are no legal proceedings, arbitrations, administrative actions or other proceedings by or before any governmental or regulatory authority or agency, public board or body, now pending or, to the knowledge of Buyer, threatened against Buyer party or affecting Buyer contesting or affecting as any of its subsidiaries that if adversely determined, could reasonably be expected to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of have a material adverse effect on Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as 's ability to Buyer perform its obligations under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby represents and warrants as of the Effective Date and during the Term of this Agreement, that: (a) It Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all the necessary powers to own its incorporating jurisdictionproperties and carry on its business as now owned and operated by it. (b) The execution Buyer has full power and delivery authority to enter into, execute and deliver this Agreement and all other documents and instruments to be executed and delivered by Buyer pursuant to or in furtherance of this Agreement by Buyer and the consummation of to consummate the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreementhereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been or shall be duly authorized by all necessary corporate action on the part of Buyer. Buyer has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and this Agreement constitutes, and each document or instrument to be executed by Buyer does not pursuant to the terms hereof upon its execution and delivery will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has have been duly executed and delivered by Buyerand will constitute, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and legally binding obligations of the Buyer enforceable in accordance with their terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Buyer has not employed No consent, authorization, approval, exemption or other action by, and no filing, registration or qualification with, any investment banker, broker governmental authority is or finder will be necessary in connection with the execution and delivery by Buyer of this Agreement and all documents to be entered into in connection herewith, the consummation of the transactions contemplated hereby and thereby, or the performance by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like paymentBuyer of its obligations hereunder and thereunder. (d) No consentBuyer represents that the Membership Interest is being acquired for investment for its own account, approvalnot as a nominee or agent, permitand not with a view to the sale or other transfer thereof, order, license and that it has no present intention of selling or authorization of any governmental body, regulatory agency or otherwise transferring the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyersame. (e) There is no actionNone of the representations and warranties made by Buyer in any certificate, suitexhibit or memorandum furnished or to be furnished by it or on its behalf, proceedingand information contained and statements made therein, inquiry contains or investigationwill contain any untrue statement or a material fact, at law or in equityomits any material fact, before or by any court, governmental agency, public board or body, pending or, to the knowledge omission of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreementbe misleading. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. Effective as of the date of this Agreement and as of the Closing Date, Buyer hereby represents and warrants to Seller, which representations and warranties shall be accurate and true in all material respects on the Closing Date as of if made on the Effective Date Closing Date, and during acknowledges that Seller is relying upon such representations and warranties in purchasing the Term of this AgreementProperty, thatas follows: (a) It A. Buyer is a corporation limited liability company, duly organized, validly existing existing, and in good standing under the laws of its incorporating jurisdiction. (b) The execution the State of Delaware. Buyer has full power and delivery of authority to execute and deliver this Agreement by Buyer and the consummation all of the transactions contemplated thereby have been duly authorized by all necessary boardBuyer's closing documents, or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of engage in the transactions contemplated by this Agreement. The execution, delivery and performance to perform and observe all of Buyer's obligations under this Agreement. B. Buyer and the persons signing this Agreement for Buyer have the authority and power to sign this Agreement, to perform all of Buyer's obligations under this Agreement and to sign and deliver all of the documents required to be signed and delivered by Buyer does not and will not violate without the consent or approval of any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. other person. C. This Agreement has been duly executed and delivered by Buyer, Buyer and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute is a legal, valid and binding obligations of instrument, enforceable against Buyer enforceable in accordance with their its terms, subject, however, to the effects of except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws from time to time in effect relating to affecting the rights and remedies enforcement of creditors, as well as to ' rights generally; and (ii) general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder D. All representations made in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or by Buyer shall survive the voting public is required in connection with the execution, execution and delivery and performance of this Agreement and for a period of six (6) months following the Closing. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by Buyera court of law, other than those that have already been obtained which Seller may incur, by Buyer. (e) There is no action, suit, proceeding, inquiry reason of any material misrepresentation by Buyer or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge material breach of any of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer 's warranties. Buyer's indemnity and hold harmless obligations herein shall survive for a period of six (6) months following the execution, delivery, validity or enforceability of this AgreementClosing. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, to Seller that: (a) It Buyer is a corporation duly organized, validly existing and in good standing California irrigation district under the laws of the State of California and has the legal power and authority to own its incorporating jurisdictionproperties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary action, and do not require any consent or approval of Buyer’s board of directors or members other than that which has been obtained. (c) The execution and delivery of this Agreement by Buyer and to which it is a Party, the consummation of the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyerhereby and thereby, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree fulfillment of any court or governmental body which would prevent and compliance with the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance provisions of this Agreement by Buyer does do not and will not violate any material statute, ordinance conflict with or governmental rule or regulation applicable to Buyer, or result in constitute a breach of or constitute a default under any indenture legal requirements, its organic statute or bylaws, or any deed of trust, mortgage, loan agreement, or any other agreement or instrument to which it Buyer is a Party party or by which it or any of its property may is bound, which conflicts or breaches, individually, or in the aggregate, would reasonably be bound. expected to result in a material adverse effect. (d) This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as constitutes the result thereof shall, constitute legal, valid and binding obligations obligation of Buyer enforceable in accordance with their its terms, subject, however, to the effects of except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or similar laws from time to time in effect relating to or affecting the rights and remedies enforcement of creditors’ rights generally or by general equitable principles, as well as to general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There is no actionpending, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against action or proceeding affecting Buyer contesting or affecting as before any Governmental Authority, which purports to Buyer affect the execution, deliverylegality, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents makes the following representations and warrants as of the Effective Date and during the Term of this Agreement, thatwarranties to Seller: (a) It Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the legal power and authority to own its incorporating jurisdictionproperties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary action, and do not and will not require any consent or approval of Buyer’s Board of Directors or members other than that which has been obtained. (c) The execution and delivery of this Agreement by Buyer and Agreement, the consummation of the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyer, hereby and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree fulfillment of any court or governmental body which would prevent and compliance with the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance provisions of this Agreement by Buyer does do not and will not violate conflict with or constitute a breach of or a default under, any material statuteof the terms, ordinance conditions or governmental rule provisions of any legal requirements, or regulation applicable its joint powers agreement or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to Buyerwhich Buyer is a party or by which it or any of its property is bound, or result in a breach of or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. of the foregoing. (d) This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as constitutes the result thereof shall, constitute legal, valid and binding obligations obligation of Buyer enforceable in accordance with their its terms, subject, however, to the effects of except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or similar laws from time to time in effect relating to or affecting the rights and remedies enforcement of creditors’ rights generally or by general equitable principles, as well as to general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law). (c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment. (d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer. (e) There is no actionpending, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against action or proceeding affecting Buyer contesting or affecting as before any governmental authority, which purports to Buyer affect the execution, deliverylegality, validity or enforceability of this Agreement. (f) To the best of Buyer’s knowledge, no event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, an Event of Default as to Buyer under this Agreement. (g) Buyer is not in default under any material term of any agreement or instrument relating to any obligation of Buyer for or with respect to borrowed money.