Common use of Representations of Seller and Purchaser Clause in Contracts

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller is the owner of the leasehold title to Seller's Premises and to the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and has the legal authority, pursuant to the Act, to enter into this Agreement without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this Agreement. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined in Section 1445of the Code. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee owner of Purchaser's Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct as of the date hereof through and including the Closing Date.

Representations of Seller and Purchaser. Each of Seller and Purchaser hereby represents and warrants to the other Party, and to the other Party’s successors and assigns, as of the Effective Date, that: (a) Seller represents it is duly organized and warrants that: (i) Seller is validly existing under the owner laws of the leasehold title to Seller's Premises and to the Subject Floor Area Development Rights and has not soldits jurisdiction of organization, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rightsin good standing under such laws, and has the legal authority, pursuant full power and authority and has taken all action necessary to the Act, to enter into execute and deliver this Agreement without restrictionand to perform its obligations under, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this Agreement. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on consummate the transactions contemplated by by, this Agreement. ; (iiib) The execution its making and delivery performance of this Agreement and the performance by Seller of its obligations hereunder do does not and will not conflict with or violate any lawlaw or regulation of the jurisdiction under which it exists, rule, judgment, regulation, order, writ, injunction any other law applicable to it or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument other agreement to which Seller it is a party or by which Seller it is bound. ; (ivc) Seller it has not filed any petition seeking or acquiescing in any reorganizationduly and validly authorized, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's property has been made for the benefit of creditorsexecuted and delivered this Agreement, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received noticeis legal, valid, binding and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined enforceable against it in Section 1445of the Code. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee owner of Purchaser's Premisesaccordance with its terms, subject to Purchaser’s right to assign this Agreement. applicable laws governing bankruptcy, insolvency and creditors rights; (iid) Purchaser is not a party to any claimno consent, actionapproval, suitfiling or corporate, proceeding or arbitration pending before any federal, state, municipal, foreign partnership or other court action is required to be obtained or governmental made by it as a condition to or administrative body or agencyin connection with execution, or any private arbitration tribunal relating to Purchaser's Premises delivery and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery performance of this Agreement and the performance by Purchaser transactions contemplated herein; (e) it is an “accredited investor” as such term is defined in Regulation D under the U.S. Securities Act of its obligations hereunder do not 1933, as amended; (f) it acknowledges that (i) the other Party currently may have, and will not conflict with or violate any lawlater may come into possession of, ruleinformation relating to the Transferred Rights, judgmentthe Debtors, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser ParcelDebtors’ affiliates or the status of the Cases that is not known to it and that may be material to a decision to buy or sell (as appropriate) the Transferred Rights (the “Excluded Information”), (ii) it has not requested that the Excluded Information be provided by the other Party and has agreed to proceed with the purchase or sale (as appropriate) of the Transferred Rights hereunder without receiving the Excluded Information, (iii) it is not relying on the other Party’s disclosure of information (other than information contained in any of the other Party’s representations and warranties), including Excluded Information, in making its decision to sell or purchase, as the case may be, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited the other Party shall have no liability companyto it, duly organized and existing each Party waives and releases any claims that it might have against the other Party or the other Party’s officers, directors, employees, partners, members, shareholders, agents and controlling persons and their respective successors and assigns whether under applicable securities laws or otherwise, with respect to the laws nondisclosure of Delaware the Excluded Information; provided, however, that any Excluded Information of either Party shall not and authorized to do business does not affect the truth or accuracy of such Party’s representations or warranties in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, ; and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct as of the date hereof through and including the Closing Date.3

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller has a leasehold estate created by the State Lease to Seller’s Premises and is the owner holder of the leasehold title to Seller's Premises and to all the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and and, as evidenced by the State’s execution of the Seller’s Waiver, has the legal authority, pursuant to the Act, to enter into this Agreement and the Transfer Instrument and Notice of Restrictions without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this AgreementAgreement and execute and deliver the Transfer Instrument and Notice of Restrictions. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined in Section 1445of 1445 of the Code. (viii) Seller has not received written notice and has no actual knowledge of any pending or threatened Project Litigation and has not received any notice of default from or sent any notice of default to the Landlord under the State Lease. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee owner of Purchaser's Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct in all material respects as of the date hereof through and including as of the Closing Date.

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller has a leasehold estate created by the State Lease to Seller’s Premises and is the owner holder of the leasehold title to Seller's Premises and to all the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and and, as evidenced by the State’s execution of the Seller’s Waiver, has the legal authority, pursuant to the Act, to enter into this Agreement and the Transfer Instrument and Notice of Restrictions without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ’s ability to transfer the Subject Floor Area Development Rights pursuant to this AgreementAgreement and execute and deliver the Transfer Instrument and Notice of Restrictions. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's ’s Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's ’s Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's ’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's ’s Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "“foreign person," ” as defined in Section 1445of 1445 of the Code. (viii) Seller has not received written notice and has no actual knowledge of any pending or threatened Project Litigation and has not received any notice of default from or sent any notice of default to the Landlord under the State Lease. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee owner of Purchaser's ’s Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's ’s Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's ’s Premises or threatened in writing against Purchaser which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's ’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct in all material respects as of the date hereof through and including as of the Closing Date.

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller is the owner of the leasehold title to Seller's Premises and to is the holder of all the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and and, as evidenced by the State’s execution of the Seller’s Waiver, has the legal authority, pursuant to the Act, to enter into this Agreement and the Transfer Instrument and Notice of Restrictions without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this AgreementAgreement and execute and deliver the Transfer Instrument and Notice of Restrictions. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of SellerXxxxxx's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined in Section 1445of 1445 of the Code. (viii) Seller has not received written notice and has no actual knowledge of any pending or threatened Project Litigation and has not received any notice of default from or sent any notice of default to the Landlord under the State Lease. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee owner of Purchaser's Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct in all material respects as of the date hereof through and including the Closing Date.

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller has a leasehold estate created by the State Lease to Seller’s Premises and is the owner holder of the leasehold title to Seller's Premises and to all the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and and, as evidenced by the State’s execution of the Seller’s Waiver, has the legal authority, pursuant to the Act, to enter into this Agreement and the Transfer Instrument and Notice of Restrictions without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this AgreementAgreement and execute and deliver the Transfer Instrument and Notice of Restrictions. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of Seller's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined in Section 1445of 1445 of the Code. (viii) Seller has not received written notice and has no actual knowledge of any pending or threatened Project Litigation and has not received any notice of default from or sent any notice of default to the Landlord under the State Lease. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee leasehold owner of Purchaser's Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct in all material respects as of the date hereof through and including the Closing Date.

Representations of Seller and Purchaser. (a) Seller represents and warrants that: (i) Seller has a leasehold estate created by the State Lease to Seller’s Premises and is the owner holder of the leasehold title to Seller's Premises and to all the Subject Floor Area Development Rights and has not sold, granted an option for the sale of, leased, transferred, used or encumbered the Subject Floor Area Development Rights, and and, as evidenced by the State’s execution of the Seller’s Waiver, has the legal authority, pursuant to the Act, to enter into this Agreement and the Transfer Instrument and Notice of Restrictions without restriction, limitation or subject to any conditions; and has neither entered into, nor is bound by any agreements that would affect Seller's ability to transfer the Subject Floor Area Development Rights pursuant to this AgreementAgreement and execute and deliver the Transfer Instrument and Notice of Restrictions. (ii) Seller is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Seller's Premises or threatened in writing against Seller which, if adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, the Seller Premises or the Subject Floor Area Development Rights and will not conflict with any instrument to which Seller is a party or by which Seller is bound. (iv) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. No general assignment of SellerXxxxxx's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any material portion of its property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (v) Seller has not received notice, and has no knowledge, of any pending or threatened condemnation proceeding or similar proceeding affecting Seller's Premises, the Subject Floor Area Development Rights or any part thereof. (vi) Seller is a public benefit corporation, duly organized and existing under the Act, and is duly authorized to enter into and consummate this Agreement. (vii) Seller is not a "foreign person," as defined in Section 1445of 1445 of the Code. (viii) Seller has not received written notice and has no actual knowledge of any pending or threatened Project Litigation and has not received any notice of default from or sent any notice of default to the Landlord under the State Lease. (b) Purchaser represents and warrants that: (i) At the Closing, Purchaser (or an affiliate thereof) shall be the fee leasehold owner of Purchaser's Premises, subject to Purchaser’s right to assign this Agreement. (ii) Purchaser is not a party to any claim, action, suit, proceeding or arbitration pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises and there is no claim, action, suit, proceeding or arbitration pending before any federal, state, municipal foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal relating to Purchaser's Premises or threatened in writing against Purchaser which, adversely determined, may reasonably be expected to have an adverse impact on the transactions contemplated by this Agreement. (iii) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Purchaser or the Purchaser Parcel, and will not conflict with any instrument to which Purchaser is a party or by which Purchaser is bound. (iv) Purchaser is a limited liability company, duly organized and existing under the laws of Delaware New York and authorized to do business in New York and is duly authorized to enter into and consummate this Agreement. (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any material portion of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent. (c) The representations and warranties contained in this Section 6 shall be true and correct in all material respects as of the date hereof through and including the Closing Date.