Representations and Warranties of Lennar. Lennar hereby makes the following representations and warranties to Owner as of the Effective Date, which, along with any other representations and warranties of Lennar included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the Program:
Representations and Warranties of Lennar. Len-
(a) Lennar is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Lennar has all corporate power and author- ity necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize Lennar to enter into this Agreement and to carry out the transactions contemplated by it, other than the approval by the stockholders of Lennar contemplated by Section 6.2(f), have been taken. The approval by the Board of Directors of Lennar of this Agreement and of an agreement dated the same day as this Agreement with Warburg, Xxxxxx Investors L.P. (the "Warburg Voting Agreement"), consti- tute approval sufficient so that neither Greystone nor any record or beneficial owner of stock of Greystone will be sub- ject to the prohibitions of Section 203 of the GCL with regard to Lennar or the Surviving Corporation. This Agreement has been duly executed by Lennar and is a valid and binding agree- ment of Lennar, enforceable against Lennar in accordance with its terms. The Separation and Distribution Agreement, dated as of the date hereof (the "Spin Off Agreement"), by and between Lennar and LPC, Inc. ("LPC") is in the form of Exhibit 4.1-B, has been duly executed by Lennar and LPC and is a valid and binding agreement of the parties thereto, enforceable against
(c) Except as set forth on Exhibit 4.1-C, nei- ther the execution or delivery of this Agreement, the Spin Off Agreement or the Partnership Agreement (the "Partnership Agree- ment") between Lennar and LPC forming Lennar Land Partners (the "Land Partnership") or any document to be delivered in ac- cordance with this Agreement, the Spin Off Agreement or the Partnership Agreement, nor the consummation of the transactions contemplated by this Agreement, the Spin Off Agreement or the Partnership Agreement or by any document to be delivered in accordance with this Agreement, the Spin Off Agreement or the Partnership Agreement will (i) violate, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, the Certificate of Incorporation or by-laws of Lennar or any of its subsidiaries or (ii) violate, result in a breach of,
constitute a default under, or result in the acceleration of any obligation under, or the creation of a lien, pledge, security interest or other encumbrance on the assets or properties...
Representations and Warranties of Lennar. Lennar and by signing the Joinder, Parent, each hereby makes the following representations and warranties to Owner as of the Effective Date, which, along with any other representations and warranties of Lennar and Parent included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the SPV-1 Program:
