Common use of Representations, Warranties, and Covenants by Buyer Clause in Contracts

Representations, Warranties, and Covenants by Buyer. Buyer hereby represents and warrants to Seller that: (a) Buyer is a limited liability company duly organized and validly existing under the laws of the State of Wisconsin. Buyer has the full legal power, authority, and right to execute, deliver, and perform its legal obligations under this Agreement, and Buyer's performance hereunder has been duly authorized by all requisite action on the part of Buyer, and no remaining action is required to make this Agreement binding on Buyer. (b) All documents and information relating to the Property which are disclosed to or obtained by Buyer during the term of this Agreement ("Property Information") shall be held by Buyer in strict confidence. Buyer shall not disclose Property Information to any third party except (a) to Buyer's investors and/or to its lenders, professional advisors, outside counsel, and employees ("Buyer Parties"), and if so disclosed, then only to the extent necessary to facilitate Buyer's evaluation of the condition of the Property or its financing of the same on a "need-to-know" basis; (b) a required disclosure to any governmental, administrative, or regulatory authority having or asserting jurisdiction over either Buyer, Seller, or the Property; or (c) to any person entitled to receive such information pursuant to a subpoena or other legal process. Notwithstanding the foregoing, Property Information shall not include the following: (i) information which has been or becomes generally available to the public other than as a result of a disclosure by Buyer in violation of this Agreement; or (ii) information which was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by Seller. Buyer shall inform all Buyer Parties to whom it has disclosed Property Information of the confidential nature of the same, and Buyer shall be responsible in the event that such Buyer Parties fail to treat such Property Information confidentially. (c) Neither Buyer, nor any person or entity owning (directly or indirectly) a ten percent (10%) or greater ownership interest in Buyer: (i) is now or shall become, a person or entity with whom Seller is restricted from doing business with under regulations of the Office of Foreign Assets Control ("OFAC") of the Department of the Treasury (including, but not limited

Representations, Warranties, and Covenants by Buyer. Buyer hereby represents and warrants to Seller that: : (a) Buyer is a limited liability company duly organized and validly existing under the laws of the State of Wisconsin. Buyer has the full legal power, authority, and right to execute, deliver, and perform its legal obligations under this Agreement, and Buyer's ’s performance hereunder has been duly authorized by all requisite action on the part of Buyer, and no remaining action is required to make this Agreement binding on Buyer. Buyer has duly executed this Agreement and it is binding on and enforceable against Buyer. (b) Buyer shall deliver to Seller, pursuant to the provisions of Subsection 6.3.1 hereof, any and all environmental reports on or concerning the Property that will be prepared by Buyer or on Buyer’s behalf. (c) All documents and information relating to the Property which are disclosed to or obtained by Buyer during the term of this Agreement ("“Property Information"”) shall be held by Buyer in strict confidence. Buyer shall not disclose Property Information to any third party except (a) to Buyer's ’s partners, directors, officers and employees, investors and/or to its lenders, professional advisors, outside counsel, and employees ("“Buyer Parties"”), and if so disclosed, then only to the extent necessary to facilitate Buyer's ’s evaluation of the condition of the Property or its financing of the same on a "“need-to-know" ” basis; (b) a required disclosure to any governmental, administrative, or regulatory authority having or asserting jurisdiction over either Buyer, Seller, or the Property; or (c) to any person entitled to receive such information pursuant to a subpoena or other legal process. Notwithstanding the foregoing, Property Information shall not include the following: (i) information which has been or becomes generally available to the public other than as a result of a disclosure by Buyer in violation of this AgreementSeller; or (ii) information which was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by Seller. Buyer shall inform all Buyer Parties to whom it has disclosed Property Information of the confidential nature of the same, and Buyer shall be responsible in the event that such Buyer Parties fail to treat such Property Information confidentially. (cd) Buyer has the financial capacity to perform its obligations under this Agreement. (e) Neither Buyer, nor any person or entity owning (directly or indirectly) a ten percent (10%) or greater ownership interest in Buyer, nor any guarantor and/or indemnitor of the obligations of Buyer hereunder: (i) is now or shall become, a person or entity with whom Seller is restricted from doing business with under regulations of the Office of Foreign Assets Control ("“OFAC"”) of the Department of the Treasury (including, but not limitedlimited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) is now or shall become, a person or entity with whom Seller is restricted from doing business with under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, or the regulations or orders thereunder; and (iii) is not knowingly engaged in, and shall not engage in, any dealings or transaction, or be otherwise associated with such persons or entities described in (i) and (ii) above. Buyer shall promptly notify Seller of any event or circumstance which makes any representation or warranty by Buyer under this Agreement untrue. At Closing, Buyer shall deliver to Seller a Buyer’s Certificate in the form of Exhibit I attached hereto. The provisions of Subsections 3.3(b) and (c) shall survive the termination of this Agreement indefinitely.

Representations, Warranties, and Covenants by Buyer. Buyer hereby represents and warrants to Seller that: : (a) Buyer is a limited liability company duly organized and validly existing under the laws of the State of Wisconsin. Buyer has the full legal power, authority, and right to execute, deliver, and perform its legal obligations under this Agreement, and Buyer's ’s performance hereunder has been duly authorized by all requisite action on the part of Buyer, and no remaining action is required to make this Agreement binding on Buyer. Buyer has duly executed this Agreement and it is binding on and enforceable against Buyer. (b) Buyer shall deliver to Seller, pursuant to the provisions of Subsection 6.3.1 hereof, any and all environmental reports on or concerning the Property that will be prepared by Buyer or on Buyer’s behalf. (c) All documents and information relating to the Property which are disclosed to or obtained by Buyer during the term of this Agreement ("“Property Information"”) shall be held by Buyer in strict confidence. Buyer shall not disclose Property Information to any third party except (a) to Buyer's ’s partners, directors, officers and employees, investors and/or to its lenders, professional advisors, outside counsel, accountants and employees ("“Buyer Parties"”), and if so disclosed, then only to the extent necessary to facilitate Buyer's ’s evaluation of the condition of the Property or its financing of the same on a "“need-to-know" ” basis; (b) a required disclosure to any governmental, administrative, or regulatory authority having or asserting jurisdiction over either Buyer, Seller, or the Property; or (c) to any person entitled to receive such information pursuant to a subpoena or other legal process. Notwithstanding the foregoing, Property Information shall not include the following: (i) information which has been or becomes generally available to the public other than as a result of a disclosure by Buyer in violation of this AgreementSeller; or (ii) information which was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by Seller. Buyer shall inform all Buyer Parties to whom it has disclosed Property Information of the confidential nature of the same, and Buyer shall be responsible in the event that such Buyer Parties fail to treat such Property Information confidentially. (cd) Buyer has the financial capacity to perform its obligations under this Agreement. (e) Neither Buyer, nor any person or entity owning (directly or indirectly) a ten percent (10%) or greater ownership interest in Buyer, nor any guarantor and/or indemnitor of the obligations of Buyer hereunder: (i) is now or shall become, a person or entity with whom Seller is restricted from doing business with under regulations of the Office of Foreign Assets Control ("“OFAC"”) of the Department of the Treasury (including, but not limitedlimited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) is now or shall become, a person or entity with whom Seller is restricted from doing business with under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, or the regulations or orders thereunder; and (iii) is not knowingly engaged in, and shall not engage in, any dealings or transaction, or be otherwise associated with such persons or entities described in (i) and (ii) above. Buyer shall promptly notify Seller of any event or circumstance which makes any representation or warranty by Buyer under this Agreement untrue. At Closing, Buyer shall deliver to Seller a Buyer’s Certificate in the form of Exhibit I attached hereto. The provisions of Subsections 3.3(b) and (c) shall survive the termination of this Agreement indefinitely.

Representations, Warranties, and Covenants by Buyer. Buyer hereby represents and warrants to Seller that: : (a) Buyer is a limited liability company duly organized and validly existing under the laws of the State of Wisconsin. Buyer has the full legal power, authority, and right to execute, deliver, and perform its legal obligations under this Agreement, and Buyer's ’s performance hereunder has been duly authorized by all requisite action on the part of Buyer, and no remaining action is required to make this Agreement binding on Buyer. (b) Buyer shall deliver to Seller, pursuant to the provisions of Subsection 6.3.1 hereof, any and all environmental reports on or concerning the Property that will be prepared by Buyer or on Buyer’s behalf. (c) All documents and information relating to the Property which are disclosed to or obtained by Buyer during pursuant to the term of this A&C Agreement ("“Property Information"”) shall be held by Buyer in strict confidence. Buyer shall not disclose Property Information to any third party except (a) to Buyer's ’s investors and/or to its lenders, professional advisors, outside counsel, and employees ("“Buyer Parties"”), and if so disclosed, then only to the extent necessary to facilitate Buyer's ’s evaluation of the condition of the Property or its financing of the same on a "“need-to-know" ” basis; (b) a required disclosure to any governmental, administrative, or regulatory authority having or asserting jurisdiction over either Buyer, Seller, or the Property; or (c) to any person entitled to receive such information pursuant to a subpoena or other legal process. Notwithstanding the foregoing, Property Information shall not include the following: (i) information which has been or becomes generally available to the public other than as a result of a disclosure by Buyer in violation of this Agreement; or (ii) information which was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by Seller. Buyer shall inform all Buyer Parties to whom it has disclosed Property Information of the confidential nature of the same, and Buyer shall be responsible in the event that such Buyer Parties fail to treat such Property Information confidentially. (cd) Buyer has, or will have, as of the Closing Date, the financial capacity to perform its obligations under this Agreement. (e) Neither Buyer, nor any person or entity owning (directly or indirectly) a ten percent (10%) or greater ownership interest in Buyer, nor any guarantor and/or indemnitor of the obligations of Buyer hereunder: (i) is now or shall become, a person or entity with whom Seller is restricted from doing business with under regulations of the Office of Foreign Assets Control ("“OFAC"”) of the Department of the Treasury (including, but not limitedlimited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) is now or shall become, a person or entity with whom Seller is restricted from doing business with under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, or the regulations or orders thereunder; and (iii) is not knowingly engaged in, and shall not engage in, any dealings or transaction, or be otherwise associated with such persons or entities described in (i) and (ii) above. Buyer shall promptly notify Seller of any event or circumstance which makes any representation or warranty by Buyer under this Agreement untrue. At Closing, Buyer shall deliver to Seller a Buyer’s Certificate in the form of Exhibit I attached hereto. The provisions of Subsections 3.3(b) and (c) shall survive the termination of this Agreement indefinitely. Seller agrees that the sole and exclusive remedy for a breach of any representation or warranty by Buyer (either herein or in the Buyer’s Certificate) shall be as set forth in Section 15.2 hereto, subject to any limitations set forth therein.

Representations, Warranties, and Covenants by Buyer. Subject to the limitations set forth in the Section hereof entitled “Buyer Indemnity,”Buyer hereby represents and warrants to Seller that: : (a) Buyer is a limited liability company duly organized Buyer, and validly existing under the laws individuals signing this Agreement on behalf of the State of Wisconsin. Buyer has Buyer, have the full legal power, authority, and right to execute, execute and deliver, and to perform its their legal obligations under this Agreement, and Buyer's ’s performance hereunder has and the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer, Buyer and no remaining action is required to make this Agreement binding on Buyer.; (b) All Buyer shall deliver to Seller, pursuant to the provisions of the Subsection hereof entitled “Buyer’s Environmental Investigation,” any and all environmental reports on or concerning the Property that will be prepared by Buyer or on Buyer’s behalf; (“Buyer’s Environmental Report(s)”). Notwithstanding the foregoing, Buyer shall have no liability or responsibility with respect to the results or any inaccuracies in any of Buyer’s Environmental Report(s) and makes no representations or warranties whatsoever regarding (i) the completeness of Buyer’s Environmental Report(s); or (ii) the truth or accuracy of Buyer’s Environmental Report(s); or (iii) the existence or non-existence of any Hazardous Material in, on or about the Property. Further, Buyer is not assigning Buyer’s Environmental Report(s) to Seller, nor granting Seller any rights with respect to any environmental firms producing Buyer’s Environmental Report(s); (c) Buyer shall hold in strict confidence any and all documents and information relating to the Property which are disclosed to or obtained by Buyer during the term of this Agreement ("Property Information") shall be held by Buyer in strict confidence. Buyer Agreement, and shall not disclose Property Information any such information to any third party except (a) to Buyer's investors and/or to its lenders, professional advisors, outside counsel, and employees ("Buyer Parties"), and if so disclosed, then only to the extent necessary to facilitate Buyer's evaluation of enable Buyer to evaluate the condition of the Property or its obtain financing of to consummate the same on a "need-to-know" basis; (b) a required disclosure to any governmental, administrativeClosing, or regulatory authority having as required by any law or asserting jurisdiction over either Buyer, Sellercourt order, or the Property; any securities regulations or (c) law applicable to any person entitled to receive such information pursuant to a subpoena or other legal process. Notwithstanding the foregoing, Property Information shall not include the following: (i) information which has been or becomes generally available to the public other than as a result of a disclosure by Buyer in violation of this Agreement; or (ii) information which was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by SellerBuyer. Buyer shall inform all Buyer Parties to whom it has disclosed Property Information its representatives, permitted assigns, sources of debt or equity financing, and third party consultants of the confidential nature of the same, such information and Buyer shall be responsible in the event require that such Buyer Parties fail they agree to treat such Property Information information confidentially. . Failure to comply with the provisions of this subsection (c) Neither shall constitute a material default hereunder on the part of Buyer, ; (d) Buyer has the financial capacity to perform its obligations under this Agreement; and (e) neither Buyer nor any person persons or entity entities owning (directly or indirectly) a ten percent (10%) or greater ownership interest in Buyer, or guarantors and/or indemnitors of the obligations of Buyer (if any) in favor of Seller in connection with the sale of the Property: (i) is are now or shall become, a person or entity with whom Seller is restricted from doing business with under regulations of the Office of Foreign Assets Control ("“OFAC"”) of the Department of the Treasury (including, but not limitedlimited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) are now or shall become, a person or entity with whom Seller is restricted from doing business with under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, or the regulations or orders thereunder; and (iii) is not knowingly engaged in, and shall not engage in, any dealings or transaction, or be otherwise associated with such persons or entities described in (i) and (ii) above. The provisions of this Section shall survive Closing or other termination of this Agreement for a period of one year after the Closing Date.