Representations and Warranties on Property Closing Dates. The Construction Agent and each Credit Party hereby represents and warrants as to itself as of each Property Closing Date as follows: (a) The representations and warranties (including the Incorporated Representations and Warranties in the case of the Guarantor) of the Construction Agent or such Credit Party set forth in the Operative Agreements are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent or such Credit Party is in all material respects in compliance with its respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on such Property Closing Date; (b) The Properties to be acquired or leased pursuant to a Ground Lease are being acquired or ground leased at a price that is not in excess of fair market value or fair market rental value, as the case may be, and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or will be renovated and/or modified in accordance with the terms of this Agreement. Each of the Properties is located at the location set forth on the applicable Requisition, all of which are in one of the Approved States; (c) Upon the acquisition of each Property on such Property Closing Date, and at all times thereafter, the Lessor will have good and marketable fee simple title to such Property, or, if such Property is the subject of a Ground Lease, the Lessor will have a lessee's interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to Permitted Liens; (d) The execution and delivery of each Operative Agreement delivered by the Construction Agent or such Credit Party on such Property Closing Date and the performance of the obligations of the Construction Agent or such Credit Party under each Operative Agreement have been duly authorized by all requisite corporate action of the Construction Agent or such Credit Party, as applicable;
Appears in 1 contract
Samples: Participation Agreement (Capital One Financial Corp)
Representations and Warranties on Property Closing Dates. The Construction Agent and each Credit Party the Lessee hereby represents represent and warrants as to itself warrant as of each Property Closing Date as follows:follows (which representations and warranties shall continue until satisfaction of all obligations of the Lessee and the Construction Agent under the Operative Agreements):
(a) The representations and warranties (including the Incorporated Representations and Warranties in the case of the Guarantor) of the Construction Agent or such Credit Party and the Lessee set forth in the Operative Agreements are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent or such Credit Party is and the Lessee are in all material respects in compliance with its their respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on such Property Closing Date;
(b) The Properties to be acquired or leased pursuant to a Ground Lease are being acquired or ground leased at a price that is not in excess of fair market value or fair market rental value, as the case may be, and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in accordance with the terms of this Agreement. Each of the Properties is located at the location set forth on the applicable Requisition, all each of which are is in one (1) of the Approved States;
(c) Upon the acquisition of each Property on such Property Closing Date, and at all times thereafter, the Lessor will have good and marketable fee simple title to such Property, or, if such Property is the subject of a Ground Lease, the Lessor will have a lessee's leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 8.1(k) (i) and 8.1(k) (ii) on such Property Closing Date and (ii) subject to Section 5.8, Permitted LiensLiens after the applicable Property Closing Date;
(d) The execution and delivery of each Operative Agreement delivered by the Construction Agent or such Credit Party and/or the Lessee on such Property Closing Date and the performance of the obligations of the Construction Agent or such Credit Party and the Lessee under each Operative Agreement have been duly authorized by all requisite corporate action of the Construction Agent or such Credit Partythe Lessee, as applicable;
Appears in 1 contract
Samples: Participation Agreement (Performance Food Group Co)
Representations and Warranties on Property Closing Dates. The Construction Agent and each Credit Party hereby represents and warrants as to itself as of each Property Closing Date as follows:
(a) The representations and warranties (including the Incorporated Representations and Warranties in the case of the Guarantor) of the Construction Agent or such Credit Party set forth in the Operative Agreements are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent or such Credit Party is in all material respects in compliance with its respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on such Property Closing Date;
(b) The Properties to be acquired or leased pursuant to a Ground Lease are being acquired or ground leased at a price that is not in excess of fair market value or fair market rental value, as the case may be, and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or will be renovated and/or modified in accordance with the terms of this Agreement. Each of the Properties is located at the location set forth on the applicable Requisition, all of which are in one of the Approved States;
(c) Upon the acquisition of each Property on such Property Closing Date, and at all times thereafter, the Lessor will have good and marketable fee simple title to such Property, or, if such Property is the subject of a Ground Lease, the Lessor will have a lessee's interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to Permitted Liens;
(d) The execution and delivery of each Operative Agreement delivered by the Construction Agent or such Credit Party on such Property Closing Date and the performance of the obligations of the Construction Agent or such Credit Party under each Operative Agreement have been duly authorized by all requisite corporate action of the Construction Agent or such Credit Party, as applicable;
(e) Each Operative Agreement delivered on such Property Closing Date by the Construction Agent or such Credit Party has been duly executed and delivered by the Construction Agent or such Credit Party;
(f) Each Operative Agreement delivered by the Construction Agent or such Credit Party on such Property Closing Date is a legal, valid and binding obligation of the Construction Agent or such Credit Party, enforceable against the Construction Agent or such Credit Party, in accordance with its respective terms, except (i) as may be limited by bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights and (ii) such enforceability may be limited by the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(g) No portion of any Property being acquired by the Lessor on such Property Closing Date is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended;
(h) The Construction Agent has obtained insurance coverage for each Property being acquired by the Lessor on such Property Closing Date which meet the requirements of the Lease and all of such coverage is in full force and effect;
(i) Each Property being acquired by the Lessor on such Property Closing Date complies with all Legal Requirements (including, without limitation, all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith would not, individually or in the aggregate, have a Material Adverse Effect; and
(j) All utility services and facilities necessary for the construction of the Improvements existing on, or to be constructed after, such Property Closing Date (including, without limitation, gas, electrical, water and sewage services and facilities) are available at the boundaries of the real property upon which such Improvements exist or will be constructed on each such Property prior to the Completion Date for such Property.
Appears in 1 contract
Samples: Participation Agreement (Capital One Financial Corp)
