REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS. As a material inducement to the Operating Partnership to enter into this Contribution Agreement and to consummate the transactions contemplated hereby, each Contributor hereby severally makes to the Operating Partnership each of the representations and warranties set forth in this Article II, which representations and warranties (unless otherwise noted) are true as of the date hereof. As a condition to the Operating Partnership's obligation to complete the acquisition of any Contributor's Interests after the exercise of the Contribution Right, such representations and warranties must continue to be true as of the date of the Initial Closing and as of the date of the Final Closing.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS. (i) Each of the representations and warranties of Contributors made in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing (as if made anew at and as of the Closing), except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects, (ii) Contributors shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Contributors on or before the Closing, and ((iii) Contributors shall have delivered to Contributee a certificate, dated the Closing Date, certifying that the conditions specified in this Section 8.1(a) have been fulfilled;
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS. As a material inducement to the Operating Partnership and the REIT to enter into this Omnibus Contribution Agreement and to consummate the transactions contemplated hereby, certain Contributors or affiliates thereof (collectively, the "Indemnitors") shall enter into a supplemental agreement (the "Supplemental Agreement") on terms mutually acceptable to the Indemnitors and the Operating Partnership whereby the Indemnitors shall make additional representations, warranties and covenants with respect to matters relating to this Omnibus Contribution Agreement and the transactions contemplation thereby, and such Supplemental Agreement shall provide for the Indemnitors of such representations, warranties and covenants, the survivability of such indemnity, the amount of Common Stock and/or Units to which recourse thereunder shall be limited, the maximum aggregate liability of all such Indemnitors and any other relevant terms. In addition, each Contributor hereby severally makes to the Operating Partnership and the REIT each of the representations and warranties set forth in this Article II, which representations and warranties (unless otherwise noted) are true as of the date hereof. As a condition to the Operating Partnership's obligation to complete the acquisition of any Contributor's Assets or Interests, such representations and warranties and the representations and warranties contained in the Supplemental Agreement must continue to be true as of the date of the Initial Closing and as of the date of the Final Closing. Each Contributor hereby agrees to give the Operating Partnership and the REIT written notice of any information which makes any representation or warranty made by the Contributor hereunder or under the Supplemental Agreement untrue within five (5) business days of obtaining such information as follows with respect to the respective portions of the Property owned by it.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS. 5 2.1 Authority................................................................6 2.2
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF CONTRIBUTORS

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

  • Representations, Warranties and Covenants of the Adviser The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows:

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