Seller’s Representations. Seller represents and warrants to Buyer as follows:
Seller’s Representations. Except, in all cases, for any fact, information or condition disclosed in the Title Documents, the Permitted Exceptions, the Property Contracts, or the Materials, or which is otherwise known by Purchaser prior to the Closing, each Seller, individually and severally with respect only to itself and its Property, represents and warrants to Purchaser the following (collectively, the “Seller’s Representations”) as of the Effective Date and as of the Closing Date; provided that Purchaser’s remedies if any such Seller’s Representations are untrue as of the Closing Date are limited to those set forth in Section 8.1:
6.1.1 Such Seller is duly organized, validly existing and in good standing under the laws of the state of its formation set forth on the Seller Information Schedule; and (x) subject to Section 8.2.4, (y) subject any approvals required from a Lender for a Loan Assumption and Release with respect to any Assumption Property and, any Lender consents required for the making of the AIMCO Loans and (z) subject to receipt of the HUD Approval and the DHCR Approval for the transfer of the Chimneys of Cradlerock Property, has or at the Closing shall have the entity power and authority to sell and convey its Property and to execute the documents to be executed by such Seller and prior to the Closing will have taken as applicable, all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Contract, and the consummation of the transactions contemplated by this Contract. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which such Seller is a party or by which such Seller is otherwise bound, which conflict, breach or default would have a material adverse affect on such Seller’s ability to consummate the transaction contemplated by this Contract or on the Property. Subject to Section 8.2.4, this Contract is a valid and binding and enforceable agreement against such Seller in accordance with its terms;
6.1.2 Other than the Leases, such Seller's Property is not subject to any written lease executed by such Seller or, to such Seller's knowledge, any other possessory interests of any person;
6.1.3 Such Seller is not a “foreign person,” as that term is used and defined in the Internal Revenue Code, Section 1445, as amended;
6.1.4 Except as set fort...
Seller’s Representations. SELLER represents and warrants as follows:
(i) SELLER has not conducted any general solicitation or general advertising (as defined in Regulation D) with respect to any of the Securities offered hereby;
(ii) The Debentures, when issued and delivered pursuant to the terms of this Agreement, will have been duly authorized, executed, issued and delivered and will constitute valid and legally binding obligations of the Company in accordance with their terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights and (B) that 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 proceedings therefor may be brought and (C) to the extent that the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable laws.
(iii) The Shares, when issued and delivered upon conversion of the Debentures in accordance with their terms, will be duly and validly authorized and issued, fully-paid and non assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of SELLER with respect to the Shares contained in SELLER'S Certificate of Incorporation or any agreement to which SELLER is a party;
(iv) This Agreement has been duly authorized, validly executed and delivered on behalf of SELLER and is a valid and binding agreement of SELLER in accordance with its terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights and (B) that 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 proceedings therefor may be brought and (C) to the extent that the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable laws.
(v) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by SELLER of any of the terms or provisions of, or constitute a default under, the certificate of incorporation (or charter) or by-laws of SELLER, or any indenture, mort...
Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as follows:
(a) Seller owns fee simple title to the Property.
(b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller.
(c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof.
(d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice.
(e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller.
(f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject.
(g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.
Seller’s Representations. Seller warrants and represents to Buyer as follows:
4.1.1 Seller is a limited liability company validly formed in the State of Delaware. Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all documents contemplated hereby by Seller has been duly and validly authorized by all necessary action on the part of such Seller and, except for approvals, waivers and consents required from the Hospital, all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller is a party. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
4.1.2 Except for the rights of first refusal in favor of the Hospital, there are no outstanding rights of first refusal to purchase or options to purchase relating to the Property or any interest therein.
4.1.3 Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
4.1.4 Neither Seller nor any of its Affiliates, and none of their respective partners, members, shareholders or other equity owners, and to Seller’s knowledge, none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, 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, and is not and will not intentionally engage in any dealings or transactions or be otherwise associated with such persons or entities.
4.1.5 To Seller’s knowledge, no authorization, consent, or approval of any governmental authority (including courts) is required for the executio...
Seller’s Representations. Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Seller of this Amendment. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Seller of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).
Seller’s Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of each day of the Closing Period as set forth below, as follows:
Seller’s Representations. Seller represents and warrants to Purchaser that: (i) The Premises abut or have a right of access to a public road; (ii) Seller is the sole owner of the Premises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (iii) Seller is not a “foreign person”, as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the regulations promulgated thereunder (Collectively “FIRPTA”); (iv) The Premises are not affected by any exemptions or abatements of taxes; and (v) Seller has been known by no other name for the past ten years, except: (b) Seller covenants and warrants that all of the representations and warranties set forth in this contract shall be true and correct at Closing.
Seller’s Representations. The Seller represents and warrants to the Buyer that:
(a) Seller is the sole owner, in fee simple, of the Property.
(b) Title to be conveyed is good of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of this Agreement.
(c) Seller has not and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the sale.
(d) There is no litigation or proceeding of any type pending or, to the knowledge of the Seller, threatened against or relating to the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property.
(e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property.
(f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matters.
(g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code, as amended, and will make an affidavit of this fact at time of Closing. If at any time prior to the conveyance of the Property", any of the above items (a) through
