Representations and Warranties of Transferee and HAHF. Each of ----------------------------------------------------- Transferee and HAHF hereby represents and warrants to Transferor that (i) Transferee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) HAHF is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, (iii) the persons executing Transferee's Closing Documents are duly appointed and authorized by Transferee or HAHF, as applicable, to execute such documents, (iv) Transferee's Closing Documents will, when delivered, have been duly authorized, executed and delivered by Transferee or HAHF, as applicable, and will constitute legal, valid and binding obligations of Transferee or HAHF, as applicable, and this Agreement will be enforceable against Transferee and HAHF in accordance with its terms, (v) each of Transferee and HAHF, as applicable, has full power and authority to execute, deliver and perform its obligations under the Transferee's Closing Documents to which it is a party, (vi) to the current, actual knowledge of Transferee, Transferee is not required to obtain any permits, licenses, entitlements and/or approvals in order to own the Property for the purpose of leasing the Property to Tenant or complying with the provisions of Transferor's Closing Documents, and (vii) the execution, delivery and performance of Transferee's Closing Documents do not violate any provisions of any agreement or document to which Transferee or HAHF is bound, or of any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Transferee or HAHF.
