Common use of Representations and Warranties of XXXX Clause in Contracts

Representations and Warranties of XXXX. XXXX represents and warrants as follows: (a) As of the date of this Agreement, XXXX is the beneficial or record owner of the Shares and OP Units indicated on the signature page of this Agreement, and XXXX does not beneficially own any securities of the Company other than (i) the Shares and OP Units set forth on the signature page of this Agreement and (ii) any Common Stock beneficially owned under any compensation plan of the Company. XXXX has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by XXXX and constitutes a valid and binding agreement of XXXX enforceable against XXXX in accordance with its terms. (b) Except for this Agreement or as otherwise permitted by this Agreement, XXXX has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other person or entity (subject to the terms of the JV Agreement with respect to Shares owned through STAG GI). Without limiting the generality of the foregoing, XXXX has not entered into any voting agreement (other than this Agreement and the JV Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any person or entity limiting or affecting XXXX’x legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the performance by XXXX of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which XXXX is a party or by which XXXX (or any of its assets) is bound. (d) XXXX is controlled by GI Partners.