Common use of Seller’s Representations & Warranties Clause in Contracts

Seller’s Representations & Warranties. Seller hereby represents and warrants that: (a) Seller is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement. (b) Any court or third-party approvals necessary for Seller to enter into this Agreement have been obtained. (c) The entities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transactions contemplated therein constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as may be limited in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdiction. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no existing Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (g) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid. (h) The next payment for real property taxes applicable to the Property is due on or before October, 2015. (i) All representations and warranties of Seller in the Purchase Agreement are true and correct. (j) All information provided to Lender or Midland by Seller, or any of its employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller and will not infringe upon or violate any intellectual property rights of any party. Seller, by its execution of this Agreement, jointly and severally with Seller Principal, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the foregoing representations and warranties or any fraudulent or tortious conduct of Seller in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data presented to Lender. (k) All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement.

Seller’s Representations & Warranties. Seller hereby represents and warrants that: (a) Seller is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement. (b) Any court or third-party approvals necessary for Seller to enter into this Agreement have been obtained. (c) The entities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transactions contemplated therein constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as may be limited in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdiction. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no existing Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (g) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid. (h) The next payment for real property taxes applicable to the Property is due on or before October, 2015________________. (i) All representations and warranties of Seller in the Purchase Agreement are true and correct. (j) All information provided to Lender or Midland by Seller, or any of its employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller and will not infringe upon or violate any intellectual property rights of any party. Seller, by its execution of this Agreement, jointly and severally with Seller Principal, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the foregoing representations and warranties or any fraudulent or tortious conduct of Seller in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data presented to Lender. (k) All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement.

Seller’s Representations & Warranties. Seller hereby represents and warrants that: (a) Seller is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement. (b) Any court or third-party approvals necessary for Seller to enter into this Agreement have been obtained. (c) The entities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transactions contemplated therein constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as may be limited terms and have not been modified either orally or in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdictionwriting. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no existing Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (g) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid. (h) The next payment for real property taxes applicable to the Property is due on or before OctoberJanuary 31, 20152013. (i) All representations and warranties of Seller in the Purchase Agreement are true and correct. (j) The Original Loan Documents listed in Recital B, Paragraphs (i) through (xi) constitute all of the documents, instruments and agreements evidencing and securing the Loan immediately prior to the closing of the Transfer and Assumption (excluding any recorded or filed UCC financing statements). (k) All information provided to Lender or Midland Loan Services, a division of PNC Bank, National Association (“Midland”) by Seller, or any of its employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller and will not infringe upon or violate any intellectual property rights of any party. Seller, by its execution of this Agreement, jointly and severally with Seller Principal, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the foregoing representations and warranties or any fraudulent or tortious conduct of Seller in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data presented to Lender. (kl) All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. (m) All Renovation Work, (as defined in the Security Instrument), as required in Schedule B of the Security Instrument, has been completed and paid for and all funds have been disbursed to Seller from the Renovation Reserve (as defined in the Security Instrument). Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement.