REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY OPERATING PARTNERSHIP. Section 3.1 Organization and Qualification; Subsidiaries 8 Section 3.2 Capitalization 9 Section 3.3 Authorization; Validity of Agreement; Company Action 11 Section 3.4 Board and Other Approvals 12 Section 3.5 Consents and Approvals; No Violations 12 Section 3.6 Company Financial Statements 13 Section 3.7 Internal Controls; Improper Payments 13 Section 3.8 Absence of Certain Changes. 14 Section 3.9 No Undisclosed Liabilities 14 Section 3.10 Litigation 14 Section 3.11 Labor and Other Employment Matters; Employee Benefit Plans 14 Section 3.12 Taxes 16 Section 3.13 Contracts 19 Section 3.14 Investment Company Act 21 Section 3.15 Environmental Matters 21 Section 3.16 Intellectual Property 21 Section 3.17 Compliance with Laws; Permits 22 Section 3.18 Properties 22 Section 3.19 Information in the Proxy Statement; Information Furnished to Company Investors 25 Section 3.20 Insurance 25 Section 3.21 Related Party Agreements 25 Section 3.22 Mortgage-Backed Securities 26 Section 3.23 Mortgage Loans 26 Section 3.24 Non-Mortgage Loans 26 Section 3.25 Brokers; Expenses 26 Section 3.26 Takeover Statutes 26 Section 3.27 Assets/Liabilities 26 Section 3.28 Dissenters’ Rights 26 Section 3.29 Company Investor Equity Holders 27 Section 4.1 Organization and Qualification 27 Section 4.2 Authorization; Validity of Agreement and Necessary Action 27 Section 4.3 Consents and Approvals; No Violations 28 Section 4.4 The Company Shares 29 Section 4.5 Acquisition of Parent Common Shares 29 Section 4.6 Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties 30 Section 5.1 Organization and Qualification; Subsidiaries 32 Section 5.2 Capitalization 33 Section 5.3 Authorization; Validity of Agreement; Necessary Action 35 Section 5.4 Board and Other Approvals 35 Section 5.5 Consents and Approvals; No Violations 36 Section 5.6 Parent SEC Documents and Parent Financial Statements 36 Section 5.7 Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments 37 Section 5.8 Absence of Certain Changes 38 Section 5.9 No Undisclosed Liabilities 38 Section 5.10 Litigation 39 Section 5.11 Labor and Other Employment Matters; Employee Benefit Plans 39 Section 5.12 Taxes 41 Section 5.13 Contracts 43 Section 5.14 Investment Company Act 45 Section 5.15 Environmental Matters 45 Section 5.16 Intellectual Property 46 Section 5.17 Compliance with Laws; Permits 46 Section 5.18 Properties 46 Section 5.19 Opinion of Financial Advisor 49 Section 5.20 Information in the Proxy Statement 4...
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY OPERATING PARTNERSHIP. The following representations and warranties by the Company and Company Operating Partnership are qualified in their entirety by reference to the disclosures set forth in Company’s disclosure letter delivered to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Letter”). Each disclosure set forth in the Company Disclosure Letter shall qualify the Section to which it corresponds and any other Section to the extent the applicability of the disclosure to each other Section is reasonably apparent on its face from the text, or in the context, of the disclosure made; provided, however, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific Section or sub-Section of the Company Disclosure Letter corresponding to such Fundamental Representation. The representations and warranties of the Company and Company Operating Partnership set forth in this Article III are given without giving effect to the Merger, the Company Reorganization or the other Transactions, except that all representations and warranties made as of the Closing Date give effect to the Company Reorganization and for any representations and warranties of the Company and Company Operating Partnership set forth in this Article III that by their express terms relates to the consummation of the Transactions contemplated hereby; provided, however, that, in any case, no representation or warranty (or portion thereof) is being made in this Article III with respect to the Excluded Business. Subject to the foregoing, the Company and Company Operating Partnership hereby represent and warrant to Parent, as of the date hereof and, as applicable, as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date) as follows:
