Common use of REPRESENTATIONS BY THE PARTNERS Clause in Contracts

REPRESENTATIONS BY THE PARTNERS. (a) Each Partner who is not an individual represents, warrants, agrees and acknowledges that, as of the date hereof: (1) it is a corporation, a limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite corporate, limited liability company or partnership power and authority to enter into this Agreement, to acquire and hold its Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnership action; and (2) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or violate any of the provisions of its Organizational Documents. (b) Each Partner, whether or not an individual, represents, warrants, agrees and acknowledges that as of the date hereof: (1) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is party or by which it is bound or to which any of its property or assets are subject, violate any statute or any order, rule or regulation of any court or governmental or regulatory agency, body or official, that would materially and adversely affect the performance of its duties hereunder; such Partner has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by such Partner of its obligations hereunder; (2) there is no action, suit or proceeding pending against such Partner or, to its knowledge, threatened in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into or performing its obligations under this Agreement; and (3) this Agreement is a binding agreement on the part of such Partner enforceable in accordance with its terms against such Partner. Further, each Limited Partner represents that it is acquiring its Interest for its own account for investment purposes only and not with a view to the distribution or resale thereof, in whole or in part, in violation of applicable securities laws and agrees that it will not Transfer all or any part of its Interest, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion of its Interest in any manner that would violate or cause the Partnership or any General Partner to violate applicable federal or state securities laws. (c) Berkshire and BGP represent, warrant and covenant that (i) they will, on the Closing Date, contribute to the Partnership all shares of common stock of BRI and all partnership interests in BRI OP owned by Berkshire, BGP, the Berkshire Principals (other than the shares listed on Schedule 2.7(c)) or any Affiliate of any of the foregoing as of the date hereof and as of the Closing Date (it being understood that they shall only be required to contribute 72.5% of the BRI OP interests held by Turtle Creek Associates (such percentage representing their entire ownership percentage of Turtle Creek Associates)), (ii) as of the date of this Agreement, Berkshire, BGP, the Berkshire Principals and each Affiliate of any of the foregoing, collectively own 512,203 shares of common stock of BRI (excluding the shares listed on Schedule 2.7(c)) and 4,904,066 Units of partnership interests in BRI OP and (iii) none of Berkshire, BGP, the Berkshire Principals, or any Affiliates of any of the foregoing, shall Transfer any such shares or Units except to the Partnership as the initial Capital Contributions of Berkshire and BGP. Each of BGP and Berkshire further represents and warrants that, except as set forth above and on Schedule 2.7(c), BGP, Berkshire, the Berkshire Principals and their respective Affiliates have no equity interest in BRI or BRI OP (other than the shares listed on Schedule 2.7(c)).

REPRESENTATIONS BY THE PARTNERS. (a) Each Partner who is not an individual represents, warrants, agrees and acknowledges that, as of the date hereof: (1) it is a corporation, a limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite corporate, limited liability company or partnership power and authority to enter into this Agreement, to acquire and hold its Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnership action; and (2) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or violate any of the provisions of its Organizational Documents. (b) Each Partner, whether or not an individual, represents, warrants, agrees and acknowledges that as of the date hereof: (1) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is party or by which it is bound or to which any of its property or assets are subject, violate any statute or any order, rule or regulation of any court or governmental or regulatory agency, body or official, that would materially and adversely affect the performance of its duties hereunder; such Partner has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by such Partner of its obligations hereunder; (2) there is no action, suit or proceeding pending against such Partner or, to its knowledge, threatened in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into or performing its obligations under this Agreement; and (3) this Agreement is a binding agreement on the part of such Partner enforceable in accordance with its terms against such Partner. Further, each Limited Partner represents that it is acquiring its Interest for its own account for investment purposes only and not with a view to the distribution or resale thereof, in whole or in part, in violation of applicable securities laws and agrees that it will not Transfer all or any part of its Interest, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion of its Interest in any manner that would violate or cause the Partnership or any General Partner to violate applicable federal or state securities laws. (c) Berkshire and BGP represent, warrant and covenant that (i) they will, on the Closing Date, contribute to the Partnership all shares of common stock of BRI and all partnership interests in BRI OP owned by Berkshire, BGP, the Berkshire Principals (other than the shares listed on Schedule 2.7(cSCHEDULE 2.7(C)) or any Affiliate of any of the foregoing as of the date hereof and as of the Closing Date (it being understood that they shall only be required to contribute 72.5% of the BRI OP interests held by Turtle Creek Associates (such percentage representing their entire ownership percentage of Turtle Creek Associates)), (ii) as of the date of this Agreement, Berkshire, BGP, the Berkshire Principals and each Affiliate of any of the foregoing, collectively own 512,203 shares of common stock of BRI (excluding the shares listed on Schedule 2.7(cSCHEDULE 2.7(C)) and 4,904,066 Units of partnership interests in BRI OP and (iii) none of Berkshire, BGP, the Berkshire Principals, or any Affiliates of any of the foregoing, shall Transfer any such shares or Units except to the Partnership as the initial Capital Contributions of Berkshire and BGP. Each of BGP and Berkshire further represents and warrants that, except as set forth above and on Schedule 2.7(cSCHEDULE 2.7(C), BGP, Berkshire, the Berkshire Principals and their respective Affiliates have no equity interest in BRI or BRI OP (other than the shares listed on Schedule 2.7(cSCHEDULE 2.7(C)).