REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor severally and not jointly represents as follows:
(a) As of the date of this Agreement, Contributor is the beneficial or record owner of the Shares and OP Units indicated on the signature page of this Agreement, and Contributor does not beneficially own any securities of the Company other than (i) the Shares and OP Units set forth on the signature page of this Agreement and (ii) any Common Stock beneficially owned under any compensation plan of the Company. Contributor has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by Contributor and constitutes a valid and binding agreement of Contributor enforceable against such Contributor in accordance with its terms.
(b) Except for this Agreement or as otherwise permitted by this Agreement, Contributor has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, Contributor has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any person or entity limiting or affecting such Contributor’s legal power, authority or right to vote the Shares on any matter.
(c) The execution and delivery of this Agreement and the performance by Contributor of such Contributor’s agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Contributor is a party or by which Contributor (or any of such Contributor’s assets) is bound.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. In order to induce FWRLP to enter into this Agreement and to issue the Common Units (among other things) in consideration for the Property, Contributor hereby makes the following representations and warranties, each of which is material and shall, together with all covenants, agreements and indemnities set forth in or made pursuant to this Agreement, survive Closing to the extent provided in Section 18(m), notwithstanding any investigation at any time made by or on behalf of FWRLP:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor and Parent make the following representations and warranties to Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date of the Closing:
(a) Contributor is duly organized and validly existing under the laws of the state of Delaware and has been duly authorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement is a valid and binding obligation of Contributor, enforceable against Contributor in accordance with its terms, except insofar as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and the availability of any particular equitable remedy.
(b) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the Governing Documents of Contributor or (ii) any agreement, order, judgment, decree, arbitration award, statute, law, rule, regulation or instrument to which Contributor is a party or by which it or its assets are bound, or (b) constitutes or will constitute (with or without due notice or lapse of time or both) a breach, violation or default (or give rise to any right of termination, cancellation or acceleration) under any of the foregoing, or result in the creation of any lien, charge or encumbrance pursuant to any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any third-party is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Contributor.
(c) Contributor acknowledges that the Series Q Preferred Units have not been and will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Section 4(2) of the Securities Act and similar state law exceptions. The Series Q Preferred Units to be received by Contributor hereunder and any Series Q Preferred Shares acquired in exchange therefor shall be held by Contributor for investment purposes only for its own account, and not wi...
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Except as set forth in the disclosure schedule delivered to the Operating Partnership on the date hereof specifically noting any exception to the representations and warranties of Contributor and the particular representation or warranty of Contributor to which any such exception applies, Contributor represents and warrants to the Operating Partnership as set forth below in this Article 2, which representations and warranties are true and correct as of the date hereof and will be true and correct as of the date of Closing. Notwithstanding any other provision of the Agreement or this Exhibit D, Contributor makes representations, warranties and indemnities only with respect to the interests in each of the Partnerships to be transferred by Contributor identified on Exhibit A to the Agreement.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor represents and warrants to and covenants with the Operating Partnership as provided in Exhibit D attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein. Contributor hereby agrees promptly to give the Operating Partnership written notice upon obtaining actual knowledge of any information which makes any representation or warranty made by Contributor hereunder untrue, and in any event to give written notice within five (5) business days of obtaining actual knowledge of such information.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. The Contributor Parties hereby, jointly and severally, represent and warrant to Acquirer as follows:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor represents and warrants to the Operating Partnership as set forth below in this Article 2. Unless otherwise noted in this Exhibit G, Contributor makes representations, warranties and indemnities only with respect to the interests in the Participating Entity to be transferred by Contributor identified on Exhibit A to the Contribution Agreement.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. As a material inducement to the Operating Partnership to enter into this Agreement and to consummate the transactions contemplated hereby, Contributor represents and warrants to and covenants with the Operating Partnership as provided in Exhibit F attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein. Contributor hereby agrees promptly to give the Operating Partnership written notice upon obtaining actual knowledge of any information that makes any representation or warranty made by Contributor hereunder untrue, and in any event to give written notice within five (5) business days of obtaining actual knowledge of such information.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. By its execution of this Agreement, the Contributor makes the following representations and warranties. Unless otherwise specified, such representations and warranties speak as of the Closing Date.
