REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP AND THE REIT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP AND THE REIT. Each of the REIT and the Operating Partnership hereby represents and warrants to and covenants with each Contributor as follows:
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REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP AND THE REIT. The Operating Partnership and the REIT hereby represent and warrant to each Owner as follows: A. Each of the Operating Partnership and the REIT has been duly formed and is validly existing and is duly qualified to do business in all jurisdictions where such qualification is necessary to carry on its business as now conducted and is duly qualified or in the process of becoming duly qualified in all jurisdictions where the ownership of its property would necessitate such qualification. Each of the Operating Partnership and the REIT has all power and authority under its enabling documents to enter into this Agreement and to enter into and deliver all of the documents and instruments required to be executed and delivered by each such party and to perform its respective obligations hereunder and thereunder. B. The execution and delivery of this Agreement and the documents required to be executed by the Operating Partnership and the REIT hereunder, and the performance of their obligations under this Agreement, have been duly authorized, and this Agreement and such documents will on the Closing date have been, duly executed and delivered by the Operating Partnership and the REIT. This Agreement does and will, and the documents executed by the Operating Partnership and the REIT will, constitute the valid and binding obligation of each of them enforceable in accordance with their terms, subject to bankruptcy and similar laws affecting the remedies or recourse of creditors generally. C. The Partnership Agreement delivered to the Owner is a true and correct copy of the agreement of the Operating Partnership. The Partnership Agreement is in full force and effect.
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REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP AND THE REIT. 6.1. Organization, Power and Authority 20 6.2. No Breach 21 6.3. No Bankruptcy 21 6.4. No Inducement 21 6.5. Good Faith Efforts 21 6.6. Partnership Agreement 21 6.7. No Proceedings 21 6.8. Preferred Units; Common Units; Common Shares 21 6.9. The REIT 22
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Related to REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP AND THE REIT

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

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