REPRESENTATIONS AND WARRANTIES OF DEVELOPMENT AND OPERATIONS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF DEVELOPMENT AND OPERATIONS. Development and Operations, jointly and severally, hereby represent and warrant to the Partnership that, except as disclosed in the disclosure schedules delivered to the Partnership on the date of this Agreement (“Disclosure Schedules”) (it being understood that any information set forth on any Disclosure Schedule shall be deemed to apply to and qualify only the section or subsection of this Agreement to which it corresponds in number , unless it is reasonably apparent on its face that such information is relevant to other sections or subsections of this Agreement):
Sample 1Sample 2
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF DEVELOPMENT AND OPERATIONS. 9 Section 3.1 Organization. 9 Section 3.2 Authority and Approval. 9 Section 3.3 No Conflict; Consents. 10 Section 3.4 Capitalization; Title to Subject Interest. 11 Section 3.5 Financial Information; Undisclosed Liabilities. 11 Section 3.6 Internal Controls. 12 Section 3.7 Title to Properties. 12 Section 3.8 Litigation; Laws and Regulations. 13 Section 3.9 No Adverse Changes. 13 Section 3.10 Taxes. 13 Section 3.11 Environmental Matters. 14 Section 3.12 Licenses; Permits. 15 Section 3.13 Contracts. 15 Section 3.14 Employees. 17 Section 3.15 Transactions with Affiliates. 17 Section 3.16 Insurance. 17 Section 3.17 Intellectual Property Rights. 17 Section 3.18 Brokerage Arrangements. 18 Section 3.19 Books and Records. 18 Section 3.20 Regulatory Matters. 18 Section 3.21 Management Projections and Budget. 18 Section 3.22 Investment Intent. 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP 19 Section 4.1 Organization and Existence. 19 Section 4.2 Authority and Approval. 19 Section 4.3 Common Units. 20 Section 4.4 No Conflict; Consents. 20 Section 4.5 Periodic Reports. 21 Section 4.6 Brokerage Arrangements. 21 Section 4.7 No Registration. 21 Section 4.8 Litigation. 22 Section 4.9 Investment Intent. 22 i Table of Contents (Continued) ARTICLE V TAX MATTERS 22 Section 5.1 Liability for Taxes. 22 Section 5.2 Tax Returns. 23 Section 5.3 Transfer Taxes. 24 Section 5.4 Allocation of Cash Amount. 24 Section 5.5 Tax Treatment and Related Covenants. 24 Section 5.6 Conflict. 25 ARTICLE VI INDEMNIFICATION 25 Section 6.1 Indemnification of the Partnership. 25 Section 6.2 Indemnification of Development. 25 Section 6.3 Tax Indemnification. 26 Section 6.4 Corrosion Costs Indemnification. 26 Section 6.5 Survival. 26 Section 6.6 Demands. 27 Section 6.7 Right to Contest and Defend. 27 Section 6.8 Cooperation. 28 Section 6.9 Right to Participate. 28 Section 6.10 Payment of Damages and Corrosion Costs. 29 Section 6.11 Direct Claim. 29 Section 6.12 Limitations on Indemnification. 29 Section 6.13 Sole Remedy. 30 ARTICLE VII MISCELLANEOUS 30 Section 7.1 Acknowledgements. 30 Section 7.2 Cooperation; Further Assurances. 30 Section 7.3 Expenses. 31 Section 7.4 Notices. 31 Section 7.5 Governing Law. 33 Section 7.6 Public Statements. 33 Section 7.7 Entire Agreement; Amendments and Waivers. 33 Section 7.8 Conflicting Provisions. 34 Section 7.9 Binding Effect and Assignment. 34 Section 7.10 Severability. 34 Section 7.11 Interpretation. 34 Section 7.12 Headings and Disclosure Schedu...
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF DEVELOPMENT AND OPERATIONS

  • Representations and Warranties of All Parties Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of the Parties Each party hereto represents and warrants to the other as follows:

  • Representations and Warranties of Licensee Licensee represents and warrants to Licensor as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • Representations and Warranties of Members By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges that:

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • Representations and Warranties of Licensor Licensor represents and warrants to Licensee as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.