REPRESENTATIONS REGARDING DOWN REIT Sample Clauses

REPRESENTATIONS REGARDING DOWN REIT. (a) Down REIT is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has the requisite partnership power and authority to carry on its business as it is intended to be conducted as contemplated by Down REIT Partnership Agreement. The partnership agreement of Down REIT is in full force and effect; and there has not been any dissolution, termination or liquidation proceedings pending or contemplated with respect to Down REIT. (i) At Closing, Down REIT Units to be issued pursuant to this Agreement will be duly authorized and validly issued in accordance with the terms of Down REIT Partnership Agreement. (ii) At the Closing, upon receipt of the Properties being contributed in exchange for Down REIT Units, Down REIT will issue Down REIT Units to be issued hereunder free and clear of all liens other than those suffered or permitted or granted by Hickory or its Affiliates or under Down REIT Partnership Agreement and, as of such Closing, Hickory will be admitted as a limited partner of Down REIT. Except for obtaining the approval of the Board of Directors of Panther and the Board of Trustees of General Partner, which approval shall have been obtained on or prior to the Closing Date, the issuance of Down REIT Units to Hickory or the Assigning Subsidiaries at the Closing does not require any approval or consent of any Person. Assuming each of the representations and warranties in Section 4.17 (Investment Representations) are true and correct, Down REIT Units issued hereunder will be issued in compliance with applicable federal and state securities laws. (iii) Panther has delivered true and correct copies of the Down REIT Partnership Agreement and related, redacted versions of Partner Schedules and the organizational documents of the General Partner (as defined below) as they exist on the date hereof.