Representations and Warranties by the Trust, Partnership and Company. The Offerors, jointly and severally, represent and warrant to each Underwriter as of the date hereof, and as of the Closing Time referred to in Section 2(b) herein. as follows:
Representations and Warranties by the Trust, Partnership and Company Sample Clauses
Related to Representations and Warranties by the Trust, Partnership and Company
Representations and Warranties by the Trust The Trust represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:
Representations and Warranties by the Partners A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).
Representations and Warranties of the Trust The Trust represents and warrants to the Adviser and the Subadviser as follows:
Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:
Representations and Warranties of Trustee The Trustee represents and warrants that:
Representations and Warranties of the Trustee The Trustee hereby represents and warrants, to the Master Servicer and the Depositor, as of the Closing Date, that:
Representations and Warranties of the Members Each Member represents and warrants to the Company and the other Members that such Member:
Representations and Warranties of the Partnership Parties The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP The Operating Partnership hereby represents and warrants to the Contributor as follows:
