Representations of Owner. In order to induce Manager to enter into this Agreement, Owner does hereby make the following representations and warranties:
(a) the execution of this Agreement is permitted by the Limited Liability Company Agreement of Owner and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Owner enforceable in accordance with the terms hereof;
(b) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Owner, threatened, against or relating to Owner, the properties or business of Owner or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Manager; and
(c) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound.
Representations of Owner. Owner represents and warrants, that:
(a) Owner has the authority to enter into and to perform this Agreement, to execute and deliver all documents relating to this Agreement, and to incur the obligations provided for in this Agreement;
(b) The Person executing this Agreement on behalf of Owner has the requisite power and authority to execute this Agreement on behalf of Owner; and
(c) When executed, this Agreement, together with all documents executed pursuant hereto, shall constitute the valid and legally binding obligations of Owner in accordance with its terms.
Representations of Owner. (a) The Owner hereby represents and warrants to the City that it is the Owner of the Subject Property in accordance with the title opinion or title certification provided by the Owner to the City issued by an attorney or title insurance company licensed to provide services in the State of Florida said title opinion or certification showing all liens, mortgages and other encumbrances not satisfied or released of record relative to the Subject Property.
Representations of Owner. Owner represents to the best of Owner's knowledge that at the time of entering into this Agreement:
(a) Owner is not under bankruptcy protection under United States law;
(b) The Property is not subject to a foreclosure proceeding;
(c) All past and current property taxes, mortgage payments, governmental or owners’ association assessments associated with the Property have been paid
Representations of Owner. By execution of a deed for a For Sale Affordable Unit, Developer (for initial Sales) and the Affordable Unit Owner (for subsequent Sales) shall be deemed to represent and warrant to, and agree with, the Agency and, if applicable, the title company, each of whom may rely on the following: that (i) the Household is determined to be a Qualified Purchaser by the Certifying Authority at the Designated Affordability Level, and (ii) the sale price satisfies the terms of this Covenant.
Representations of Owner. OWNER represents and warrants to CONTRACTOR that as of the date of this Agreement:
(a) Organization. OWNER is duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business in the State of Nevada, and has the power and authority to enter and perform its obligations under this Agreement.
Representations of Owner. Owner represents that it is duly organized and validly existing under the laws of the State of Tennessee and duly authorized to do business in Massachusetts. Owner represents that it is empowered and authorized to execute, deliver, and perform its obligations under this Agreement, and, upon such execution and delivery, this Agreement shall be a valid, binding, and legal obligation of the Owner, enforceable in accordance with its terms, in compliance with its certificate of limited partnership and partnership agreement and all applicable laws of the State of Tennessee.
Representations of Owner. By execution of a deed for the For Sale Inclusionary Unit, the Inclusionary Development Owner, for initial Sales, and the Inclusionary Unit Owner, for subsequent Sales, shall be deemed to represent and warrant to, and agree with, the District Agency and, if applicable, the title company, each of whom may rely on the following: that (i) the purchaser is a Qualified Purchaser at the Designated Affordability Level, and (ii) the sale price satisfies the terms of this Covenant and the IZ Laws.
Representations of Owner. In order to induce Operator to enter into this Agreement, Owner does hereby make the following representations and warranties:
(a) this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Owner enforceable in accordance with the terms hereof;
(b) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Owner, threatened, against or relating to Owner, the properties or business of Owner or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Operator; and
(c) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound.
(d) Owner is not, and shall not become, a person or entity with whom U. S. persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named in OFAC’s Specially Designated and Blocked Person’s List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, or Support Terrorism), or other governmental action.
Representations of Owner. The Owner hereby represents and warrants to the Series as follows: (a) the Owner’s execution and delivery of this Agreement has been duly authorized; (b) the Owner has the right to sell to the Series the Participation Interest; (c) the Owner’s execution and delivery of this Agreement and sale of the Participation Interest hereunder do not constitute a violation by the Owner of any agreement, law, statute, decree or decision that is binding on the Owner; and (d) the Owner owns a 100% undivided interest in the Asset, and Owner has not transferred or assigned any rights, title or interest therein to any other person or entity and such rights, title, and interest are free and clear of any liens, encumbrances, claims, mortgages or other security interest. The foregoing representations and warranties shall survive the sale of the Participation Interest.
