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

REPRESENTATIONS AND WARRANTIES OF THE REIT AND THE OPERATING PARTNERSHIP. Each of the REIT and the Operating Partnership hereby represents and warrants to each Contributor, severally as to itself, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE REIT AND THE OPERATING PARTNERSHIP. Each of the REIT and the Operating Partnership hereby represents and warrants to Two Harbors LLC, severally as to itself, that the following statements are true and correct as of the date hereof and shall be true and correct as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE REIT AND THE OPERATING PARTNERSHIP. The REIT and the Operating Partnership hereby represent and warrant to Brookfield as set forth in this Section 3. All representations and warranties made in this Section 3 shall be deemed made as of the date hereof and as of the Closing Date, unless otherwise indicated herein. 3.1 The REIT is a legal entity duly organized, validly existing and in good standing under the laws of the state of Maryland. The Operating Partnership is a legal entity duly organized, validly existing and in good standing under the laws of the state of Delaware. The REIT has all requisite power and authority to execute and deliver this Agreement and to perform all the obligations required to be performed by it hereunder, and such performance will not violate or contravene any law, rule or regulation binding on or applicable to the REIT. The Operating Partnership has all requisite power and authority to execute and deliver this Agreement and, subject to the REIT’s satisfaction of the obligations set forth in Section 4.2, to perform all the obligations required to be performed by it hereunder, and such performance will not violate or contravene any law, rule or regulation binding on or applicable to the Operating Partnership. The person executing this Agreement on behalf of the REIT and the Operating Partnership is duly authorized to do so in the capacity in which such person is executing this Agreement. This Agreement and any other documents executed and delivered by the REIT and the Operating Partnership in connection herewith have been duly authorized, executed, and delivered by the REIT and the Operating Partnership, as applicable, and are the legal, valid, and binding obligations of the REIT and the Operating Partnership, enforceable against the REIT and the Operating Partnership, as applicable, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application related to or affecting creditors’ rights and by general equitable principles. 3.2 The description of the authorized capital stock of the REIT set forth in the section of the prospectus, as amended and supplemented from time to time, included in the Registration Statement entitled “Description of Capital Stock” is true, accurate and complete. 3.3 Neither the offer and sale of the Securities nor the execution and delivery by the REIT or the Operating Partnership of, and the per...

Related to REPRESENTATIONS AND WARRANTIES OF THE REIT AND THE OPERATING PARTNERSHIP

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

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company 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 Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters 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 Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

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