Common use of Representations and Warranties by the Forward Seller Clause in Contracts

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter as follows: (i) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (ii) The Initial Forward Sale Agreement has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (iv) The Forward Seller shall, at the Closing Time and any Date of Delivery, as applicable, have the free and unqualified right to transfer the number of Borrowed Securities that it is required to deliver, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind; and upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such Borrowed Securities purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter Underwriter, as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter Underwriter, as follows: (i) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (ii) The Initial Forward Sale Agreement has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, ; except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principlesthe Enforceability Exceptions. (iii) Each Prior to the delivery of any Borrowed Option Securities to an Underwriter, the related Additional Forward Sale Agreement, if any, Agreement will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, ; except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principlesthe Enforceability Exceptions. (iv) The Forward Seller shall, at the Closing Time and or any Date of Delivery, as applicable, have the free and unqualified right to transfer the number of any Borrowed Securities that it is required to deliverSecurities, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind; and upon Securities. Upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of and the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter as followsCompany that: (ia) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at Closing Time the Forward Seller will have the full right, power and authority to sell, transfer and deliver the number of Borrowed Shares to the extent that it is required to sell, transfer and delivery such Borrowed Shares hereunder. (iib) The Initial Forward Sale Agreement between the Company and the Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights generally or and general equitable principles. (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed principles of equity and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability rights to indemnity and contribution thereunder may be limited by bankruptcy, insolvency, reorganization applicable law or other similar laws affecting creditors’ rights generally or general equitable principlespolicies underlying such law. (ivc) The Forward Seller shall, at the Closing Time and any or Date of DeliveryDelivery (as defined below), as applicable, have the free and unqualified right to transfer the number of any Borrowed Securities that it is required to deliverShares, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer transfer, equity or encumbrance or any other claim of any third party of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer transfer, equity, encumbrance or any other claim of any third party of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of and the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter as followsCompany that: (ia) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Time the Forward Seller will have the full right, power and authority to sell, transfer and deliver the number of Borrowed Shares to the extent that it is required to sell, transfer and delivery such Borrowed Shares hereunder. (iib) The Initial Forward Sale Agreement between the Company and the Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights generally or and general equitable principles. (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed principles of equity and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability rights to indemnity and contribution thereunder may be limited by bankruptcy, insolvency, reorganization applicable law or other similar laws affecting creditors’ rights generally or general equitable principlespolicies underlying such law. (ivc) The Forward Seller shall, at the Closing Time and any or Date of DeliveryDelivery (as defined below), as applicable, have the free and unqualified right to transfer the number of any Borrowed Securities that it is required to deliverShares, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer transfer, equity or encumbrance or any other claim of any third party of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer transfer, equity, encumbrance or any other claim of any third party of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time and any Date of Deliveryto, and agrees with each with, the Underwriter as followsand the Company that: (ia) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Time and at each Date of Delivery, if any, the Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Underwritten Shares or the Borrowed Option Shares, as the case may be, to the extent that it is required to transfer such Borrowed Shares hereunder. (iib) The Initial Forward Sale Agreement has been been, and each Additional Forward Sale Agreement, if any, will be, duly authorized, executed and delivered by the Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or general equitable principlesat law). (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (ivc) The Forward Seller shallwill, at the Closing Time and any at each Date of Delivery, as applicableif any, have the free and unqualified right to transfer any Borrowed Underwritten Shares or Borrowed Option Shares, as the number of Borrowed Securities that it is required to delivercase may be, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters Underwriter has no notice of any adverse claim, each of the Underwriters shall Underwriter will have the free and unqualified right to transfer any such Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind. (d) The Forward Seller represents and warrants to, and agrees with, the Underwriter that it is acting solely as an agent for the Forward Purchaser in connection with the transactions contemplated hereby.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of the date hereofUnderwriter, the Applicable Time, Company and the Closing Time and any Date of Delivery, and agrees with each Underwriter as followsOperating Partnership that: (ia) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (iib) The Initial initial Forward Sale Agreement between the Company and the Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights generally and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or general equitable principlespolicies underlying such law. (iiic) Each Additional Forward Sale Agreement, if any, between the Company and the Forward Purchaser will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights generally and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or general equitable principlespolicies underlying such law. (ivd) The Forward Seller shall, at the Closing Time and any Date of Deliveryor Option Closing Date (as defined below), as applicable, have the free and unqualified right to transfer the number of any Borrowed Securities that it is required to deliverShares, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter as followsof the Underwriters, the Company and the Operating Partnership that: (ia) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (iib) The Initial Forward Sale Agreement between the Company and the Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such to the extent that enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ the rights generally or remedies of creditors or (ii) the effect of general equitable principlesprinciples of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought and, as to rights of indemnification and contribution, by federal or state securities law or principles of public policy. (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (ivc) The Forward Seller shall, at the Closing Time and Date (as defined below) or any applicable Option Closing Date of Delivery, (as applicable, defined below) have the free and unqualified right right, power and authority to transfer the number of any Borrowed Securities that it is required to deliverShares, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any perfected security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer interest or any other claim of any third party security interests, claims, mortgages, pledges, liens, encumbrances or other restrictions of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any perfected security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer interest or any other claim of any third party security interests, claims, mortgages, pledges, liens, encumbrances or other restrictions of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter and the Company as of the date hereof, as of the Applicable TimeTime of Sale, as of the Closing Time and Date, and, if the Forward Seller is selling any Borrowed Option Shares on a Date of Delivery, and agrees with as of each Underwriter such Date of Delivery, as follows: (ia) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Date and at each Date of Delivery, the Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Underwritten Shares or the Borrowed Option Shares, as the case may be. (iib) The Initial Forward Sale Agreement has been been, and any Additional Forward Sale Agreement will be, duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by constitutes or will constitute (as the Company, constitutes case may be) a legal, valid and legally binding obligation agreement of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting the enforcement of creditors’ rights generally or general by equitable principlesprinciples relating to enforceability. (iii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (ivc) The Forward Seller shall, at the Closing Time Date and any at each Date of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Underwritten Shares or Borrowed Option Shares, as the number of Borrowed Securities that it is required to delivercase may be, to the extent that it is required to transfer such Borrowed Securities Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind; and upon delivery of such Borrowed Securities Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind.

Representations and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter Underwriter, as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter Underwriter, as follows: (i) This Agreement has been duly authorized, executed and delivered by the such Forward Seller. (ii) The This Initial Forward Sale Agreement has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, ; except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principlesthe Enforceability Exceptions. (iii) Each Prior to the delivery of any Borrowed Option Securities to an Underwriter, the related Additional Forward Sale Agreement, if any, Agreement will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the such Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, ; except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principlesthe Enforceability Exceptions. (iv) The Forward Seller shall, at the Closing Time and or any Date of Delivery, as applicable, have the free and unqualified right to transfer the number of any Borrowed Securities that it is required to deliverSecurities, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind; and upon Securities. Upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer such the Borrowed Securities purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction on voting or transfer or any other claim of any third party of any kind.