Common use of REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental department, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good and marketable title to the OP Units allocated to such Unit Partner, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT E, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares by HME; (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect the rights of the holders of OP units. An updated version of the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereof. (8) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership or the Partners with respect to this Agreement or the Offer, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (9) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (10) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, HME represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date, and, as the context may require, thereafter: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Subject to the approval of the Board of Directors of HME (the "Board"), which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each Subject to the approval of the Board, which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There To the best knowledge of Home Properties, there is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental departmentHME, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good Contributor ood and marketable title to the OP Units allocated to such Unit PartnerContributor, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, Agreement and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner Contributor as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT EF, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares by HME; (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect the rights of the holders of OP units. An updated version of the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereof. (8) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership or the Partners Contributor with respect to this Agreement or the OfferAgreement, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (9) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (10) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Subject to the approval of the Board of Directors of HME, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental department, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good and marketable title to the OP Units allocated to such Unit Partner, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT E, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares or preferred stock by HME; (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect the rights of the holders of OP units. An updated version of the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereof. (8) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership Partnerships or the Partners with respect to this Agreement or the Offer, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (9) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (10) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, HME represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date, and, as the context may require, thereafter: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Subject to the approval of the Board of Directors of HME (the "Board"), which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each Subject to the approval of the Board, which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There To the best knowledge of Home Properties, there is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental departmentHME, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good and marketable title to the OP Units allocated to such Unit Partner, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT E, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares by under HME; 's Dividend Reinvestment Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan, and (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect the rights of the holders of OP units. An updated version of the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereof. (8) through (11) -- [Intentionally Omitted] (12) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership or the Partners with respect to this Agreement or the OfferAgreement, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (913) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (1014) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Subject to receipt of Board approval, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental department, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good and marketable title to the OP Units allocated to such Unit Partner, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT E, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares by HME; (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect the rights of the holders of OP units. An updated version of the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereof. (8) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership or the Partners with respect to this Agreement or the Offer, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (9) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (10) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME, jointly and severally, HME represent and warrant to the Partnership and to each Partner that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing DateDate and thereafter, as the context may require, with respect to subparagraphs (6), (13), (14) and (15) only: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and fully perform and comply with this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. Home Properties and HME each are duly qualified to conduct business in the State of Michigan and in all other states where the failure to so qualify would have a material and adverse effect on its business. HME is the sole general partner of Home Properties. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of the Registration Rights Agreement by HME, nor the execution and delivery of the Lock-Up Agreement by HME and Home Properties, nor the execution and delivery of the Amendment (as hereinafter defined) by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) This Subject to the approval of the Board of Directors of HME (the "Board"), which Home Properties agrees to use all good faith reasonable efforts to obtain on or before May 4, 1999, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Each Subject to the approval of the Board, which Home Properties agrees to use all good faith reasonable efforts to obtain on or before May 4, 1999, each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, including, without limitation, the Registration Rights Agreement, Lock-Up Agreement and Amendment (as hereinafter defined) will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) There To the best knowledge of Home Properties, there is no litigation, proceeding or investigation pending, or to the best knowledge of Home Properties, threatened, against or affecting Home Properties, or HME by or before any court or governmental departmentHME, commission, board, agency or instrumentality that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (6) At the Closing, Home Properties shall deliver to each Unit Partner good and marketable title to the OP Units allocated to such Unit Partner, free and clear of all liens, charges, encumbrances and restrictions, except as contained in the Operating Partnership Agreement, the Registration Rights Agreement, and the Lock-Up Agreement, and shall, by execution of the Amendment, admit each Unit Partner as a limited partner in Home Properties. When issued pursuant to this Agreement, the OP Units to be issued to the Unit Partners will have been duly authorized, validly issued, fully paid and non-assessable. (7) The Operating Partnership Agreement attached as EXHIBIT E, to this Agreement is true, complete and accurate as at the date of this Agreement, and shall not be further amended prior to the Closing Date, except for (i) amendments in connection with the issuance of additional common shares by under HME's Dividend Reinvestment Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan; (ii) amendments in connection with mergers or other transactions wherein additional OP Units are issued in connection with the acquisition of real property, or of interests in entities which own real property; and (iii) amendments that do not negatively affect to reflect the rights transfer or assignment of limited partnership interests in Home Properties or the holders exercise by partners of OP units. An updated version of their Purchase Rights under the Operating Partnership Agreement will be furnished to the Partnership at Closing, certified as a true, complete and accurate copy thereofAgreement. (8) All financial information heretofore or hereafter furnished by HME or Home Properties concerning such entities is, and shall be, true, complete and correct in all material respects as of the date therein specified. All of the information furnished and statements made by HME or Home Properties to the Partnership or the Partners with respect to this Agreement or the OfferAgreement, and in the periodic filings (as updated) by HME or Home Properties with the Securities and Exchange Commission, are true and correct in all material respects and do not misstate or fail to state any material fact. There has not been any material adverse change in the financial condition or business of Home Properties or HME since the date of such financial information and periodic filings, as the case may be, other than any change that may occur with respect to the market price for HME Common Shares. (9) HME or Home Properties has not (i) made a general assignment for the benefit of creditors; (ii) admitted in writing its inability to pay its debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet its financial obligations as they mature. (10) There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of HME or Home Properties, or the debts of HME or Home Properties, under any law relating to bankruptcy, insolvency, reorganization or the relief of debtors, or seeking the appointment of a receiver, trustee, custodian or other similar official for HME or Home Properties.