REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants unto Acquirer that each and every one of the following statements is true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date; provided, that the representations and warranties of each Contributor relate solely to such Contributor except where noted below:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Except as set forth in the Disclosure Schedule or the Prospectus, each Contributor severally, and not jointly, represents and warrants to the Operating Partnership and the Company as set forth below in this Article 2 solely with respect to any Partnership Interest, Property or Entity, directly or indirectly contributed to the Operating Partnership by such Contributor or to another Contributor owned directly, or indirectly by the same real estate fund, which representations and warranties are true and correct as of the date hereof and will (except to the extent expressly relating to a specified date) be true and correct as of the Pre-Closing Date:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants to Mammoth only as to itself as of the Effective Date and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to another date, in which case such representation or warranty shall be as of such date) as follows:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. In order to induce FWRLP to enter into this Agreement and to issue the Units in consideration for the Partnership Interests, each Contributor for such Contributor only and for no other Contributor makes the following representations and warranties, each of which is material and shall survive Closing without limitation, notwithstanding any investigation at any time made by or on behalf of FWRLP:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Contributors 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) Contributors are duly organized and validly existing under the laws of the state of their organization and have been duly authorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement is a valid and binding obligation of Contributors, enforceable against Contributors in accordance with its terms, except insofar as 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 hereby 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 Contributors or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which a Contributor is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Contributors.
(c) Contributors acknowledge that the Preference 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 Regulation D of the Securities Act and similar state law exceptions. The Preference Units to be received by Contributors hereunder and any Preferred Shares acquired in exchange therefor shall be held by Contributors for investment purposes only for their own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold ...
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants to Acquiror, jointly and severally, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS i. In order to induce MCRLP and Xxxx-Xxxx to perform as required hereunder, Contributors hereby warrant and represent jointly and severally to MCRLP and Xxxx-Xxxx, the following with respect to the Property and Contributors' Interests:
(1) Owner is a duly organized and validly existing entity, organized and in good standing under the laws of the state of its formation, as more particularly set forth in Exhibit A hereto, is duly authorized to transact business in the State of Colorado, has all requisite power and authority to consent to the execution and delivery of this Agreement and all other documents and instruments to be executed and delivered by it hereunder, and to perform its obligations hereunder and under such other documents and instruments in order to cause the contribution and conveyance of Contributors' Interests in accordance with the terms and conditions hereof. All necessary actions of Owner and Contributors, and the members of each, to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on their behalf have been taken.
(2) Owner has the power and authority to own the Property and to conduct and transact its limited liability company business.
(3) This Agreement, when duly executed and delivered, will be the legal, valid and binding obligation of each Contributor, enforceable in accordance with the terms of this Agreement. The performance by each Contributor of its duties and obligations under this Agreement and the documents and instruments to be executed and delivered by it hereunder will not conflict with, or result in a breach of, or default under, any provision of any of the organizational documents of such Contributors or Owner or any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or regulations, or any determination or award of any court or arbitrator to which such Contributors or Owner is a party or by which its assets are or may be bound.
(4) Annexed hereto as Schedule 5.1 (d) is a true, complete and correct schedule of all of the Leases. The Leases are valid and bona fide obligations of the landlord and Tenants thereunder and are in full force and effect. To the best of Contributors' knowledge, no defaults exist thereunder and no condition exists which, with the passage of time or the giving of notice or both, will become a default; the Leases constitute all of the leases, tenancies or occupancies affecting the Re...
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. FatBrain represents and warrant to LZGI as follows:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NO CONTRIBUTOR MAKES ANY WARRANTIES RELATED TO THE SCM ASSETS, THE ASSUMED LIABILITIES, THE SAMCO SECURITIES OR OTHERWISE AND ALL SCM ASSETS AND SAMCO SECURITIES ARE SOLD, LICENSED OR CONVEYED "AS IS" AND "WHERE IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AS TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES ARE HEREBY DISCLAIMED. Each Contributor hereby severally represents and warrants to SCMI and SHI, as applicable, and as to itself only, that:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor represents and warrants to Laredo severally as to itself and not as to the other Contributors as follows:
