Common use of SELLER’S WARRANTIES AND COVENANTS Clause in Contracts

SELLER’S WARRANTIES AND COVENANTS. 4.1.1 Without prejudice to any obligation of the Sellers under this Agreement, each of the Sellers (as to its Seller’s Percentage) warrants and represents to the Buyer as of the Effective Date, as follows: (a) Title to all Specification Gas sold and delivered by such Seller under this Agreement shall, upon delivery, be free from all liens, charges, encumbrances and adverse interests of any and every kind arising by, through or under such Seller; (b) It is duly organized and validly existing under the laws of the jurisdiction of its formation and it has the legal right, power and authority to conduct its business and execute and deliver this Agreement and observe and perform its obligations under this Agreement; (c) The entry by it into and performance of this Agreement is within its power and has been duly authorized by all necessary action on its part and shall not breach any law or determination or provision applicable to its governing documents; (d) This Agreement constitutes a legal, valid and binding act and obligation enforceable against such Seller in accordance with the terms of this Agreement; (e) The execution, delivery, and performance by such Seller of this Agreement and the consummation of the transaction contemplated by this Agreement do not and will not (with the giving of notice or the passage of time or both): (i) conflict with the charter documents of such Seller, (ii) violate any provision of any law, rule, or regulation applicable to such Seller, (iii) violate any order, judgment, or decree applicable to such Seller, or (iv) conflict with, or result in a breach or default under, any agreement or other instrument to which such Seller is a party or by which it may be bound; (f) There is no claim filed, action, lawsuit, arbitration, proceeding, or investigation pending or, to the knowledge of such Seller, threatened against such Seller which might bring into question the validity of this Agreement or the consummation of the transaction contemplated by this Agreement; and (g) The Seller nor any director, officer, employee or subsidiary company of such Seller has not made, offered, or authorized and will not make, offer, or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official (i.e. any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel or the United States of America (including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, U.S.C. §78dd-1, et seq.); (ii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; or (iii) the principles described in the United Nations Convention Against Corruption, which entered into force on December 14, 2005. Each Seller shall defend, indemnify and hold the other Parties harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by such Seller of such warranty. Such indemnity obligation shall survive termination or expiration of this Agreement. For the purposes of the above warranty, each Seller shall in good time (i) respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; (ii) furnish applicable documentary support for such response upon request from such other Party; (iii) maintain adequate internal controls, properly record and report all transactions; and (iv) comply with the laws applicable to it. Each Seller acknowledges and confirms that: (i) each Party must rely on the other Parties’ system of internal controls, and on the adequacy of full disclosure of the facts, and of financial and other data regarding action undertaken under this Agreement; (ii) No Party is in any way authorized to take any action on behalf of another Party that would result in an inadequate or inaccurate recording and reporting of assets, liabilities or any other transaction, or which would put such Party in violation of its obligations under the laws applicable to the operations under this Agreement. 4.1.2 Each of the Sellers (as to its Seller’s Percentage) covenants with the Buyer to use reasonable endeavors to obtain and maintain all licenses, permits, consents and approvals required from time to time during the Contract Period to permit the performance of its obligations hereunder.

SELLER’S WARRANTIES AND COVENANTS. 4.1.1 Without prejudice (a) Seller represents and warrants to any obligation of the Sellers under this Agreement, each of the Sellers (as to its Seller’s Percentage) warrants and represents to the Buyer as of the Effective Date, as followsDate that: (a1) Title to all Specification Gas sold Seller's Actual Knowledge, no notice of violation has been issued and delivered to Seller with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by such Seller under this Agreement shallany person, upon delivery, be free from all liens, charges, encumbrances and adverse interests of any and every kind arising by, through authority or under such Selleragency having jurisdiction; (b2) It to Seller's Actual Knowledge, there is duly organized and validly existing under the laws no impending or contemplated condemnation or taking by inverse condemnation of the jurisdiction of its formation and it has the legal rightProperty, power and authority to conduct its business and execute and deliver this Agreement and observe and perform its obligations under this Agreementor any portion thereof, by any governmental authorities; (c3) The entry by it into and performance of this Agreement is within its power and has been duly authorized by all necessary action on its part and shall not breach to Seller's Actual Knowledge, there are no suits or claims pending or threatened with respect to or in any law or determination or provision applicable to its governing documentsmanner affecting the Property; (d4) This Agreement constitutes other than Tenant's right of first refusal set forth in the Lease, Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a legalthird party, valid and binding act and obligation enforceable against such Seller in accordance with the terms prior to termination of this Agreement; (e5) The this transaction will not in any way violate any other agreements to which Seller is a party; (6) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached as Exhibits; (7) to Seller's Actual Knowledge, no default of Seller or of the other parties exists under any of the Contracts; (8) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller's obligations hereunder (subject to Tenant's election not to exercise Tenant's right of first refusal). Without limiting the generality of the foregoing, to Seller's Actual Knowledge, no consent of any third party is required in order for Seller to assign to Buyer the Contracts or the Lease; (9) the execution, delivery, delivery and performance by such Seller of this Agreement and the consummation Transfer Documents, specimens of the transaction contemplated by this Agreement do which are attached as Exhibits, have not and will not (with the giving of notice or the passage of time or both): (i) conflict with the charter documents of such Seller, (ii) violate any provision of any law, rule, or regulation applicable to such Seller, (iii) violate any order, judgment, or decree applicable to such Seller, or (iv) conflict with, or result in constitute a breach or default underunder any other agreement or, to Seller's Actual Knowledge, any agreement law or other instrument to court order under which such Seller is a party or by which it may be bound; (f10) There is no claim filedto Seller's Actual Knowledge, actionall general real estate taxes, lawsuit, arbitration, proceeding, or investigation pending or, to the knowledge of such Seller, threatened against such Seller which might bring into question the validity of this Agreement or the consummation of the transaction contemplated by this Agreement; and (g) The Seller nor any director, officer, employee or subsidiary company of such Seller has not made, offered, or authorized assessments and will not make, offer, or authorize personal property taxes that have become due with respect to the matters which are Property have been paid or will be so paid by Tenant pursuant to the subject terms of this Agreementthe Lease; (11) to Seller's Actual Knowledge and except as disclosed in the Property Documents, Seller is not aware that there exists or has existed, and Seller itself has not caused any paymentgeneration, giftproduction, promise location, transportation, storage, treatment, discharge, disposal, release or other advantagethreatened release upon, whether directly under or through any other person or entity, to or for about the use or benefit Property of any public official (i.e. Hazardous Materials. "Hazardous Materials" shall mean any person holding a legislativeflammables, administrative explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or judicial officerelated materials, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) asbestos or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel or the United States of America material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a "hazardous substance" by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Foreign Corrupt Practices Federal Comprehensive Environmental Response Compensation and Liability Act of 19771980, as amended, U.S.C. §78dd-1the Federal Hazardous Materials Transportation Act, et seq.); (ii) as amended, the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business TransactionsFederal Resource Conservation and Recovery Act, signed in Paris on December 17, 1997, which entered into force on February 15, 1999as amended, and the Convention’s Commentaries; or rules and regulations adopted and promulgated pursuant to each of the foregoing (iii) the principles described in the United Nations Convention Against Corruption"Environmental Law)". Seller hereby assigns to Buyer, which entered into force on December 14effective as of XXX, 2005. Each Seller shall defend, indemnify and hold the other Parties harmless from and against any and all claims, damagescounterclaims, lossesdefenses, penaltiesor actions whether at common law, costs and expenses arising from or related to, any breach by such Seller of such warranty. Such indemnity obligation shall survive termination or expiration of this Agreement. For the purposes of the above warranty, each Seller shall in good time (i) respond in reasonable detail pursuant to any notice from other applicable federal or state or other laws which Seller may have against any other Party reasonably connected with third parties relating to the above-stated warranty; existence of any Hazardous Materials in, at, on, under or about the Property (ii) furnish applicable documentary support for such response upon request from such other Party; (iii) maintain adequate internal controls, properly record and report all transactions; and (iv) comply with the laws applicable to it. Each Seller acknowledges and confirms that: (i) each Party must rely including Hazardous Materials released on the other Parties’ system of internal controls, Property prior to XXX and continuing in existence on the adequacy of full disclosure of the facts, and of financial and other data regarding action undertaken under this AgreementProperty at XXX); (ii) No Party is in any way authorized to take any action on behalf of another Party that would result in an inadequate or inaccurate recording and reporting of assets, liabilities or any other transaction, or which would put such Party in violation of its obligations under the laws applicable to the operations under this Agreement. 4.1.2 Each of the Sellers (as to its Seller’s Percentage) covenants with the Buyer to use reasonable endeavors to obtain and maintain all licenses, permits, consents and approvals required from time to time during the Contract Period to permit the performance of its obligations hereunder.and

SELLER’S WARRANTIES AND COVENANTS. 4.1.1 Without prejudice Seller hereby represents and warrants to any obligation of the Sellers under this Agreement, each of the Sellers (as to its Seller’s Percentage) warrants and represents to the Buyer as of the Effective DateDate and again as of XXX that, except as follows:disclosed in the Seller’s Diligence Materials or on the disclosure schedule executed and delivered by Seller and accepted by Buyer at the time of execution of this Agreement (the “Disclosure Schedule”): (a) Title there are no unrecorded leases (other than the Leases) to which Seller is a party which may affect title to any of the Properties and the Master Lease is in place as to all Specification Gas sold of the Properties listed on Exhibit F as of the date hereof and delivered by such Seller under this Agreement shall, upon delivery, be free from all liens, charges, encumbrances and adverse interests as of any and every kind arising by, through or under such Sellerthe date of XXX; (b) It to the knowledge of Seller’s legal and property management departments, there is duly organized and validly existing under no pending or threatened (in the laws form of a written communication to Seller) condemnation or taking by inverse condemnation of any of the jurisdiction of its formation and it has the legal rightProperties, power and authority to conduct its business and execute and deliver this Agreement and observe and perform its obligations under this Agreementor any portion thereof, by any governmental authorities; (c) The entry by it into and performance there are no suits or claims pending or, to knowledge of this Agreement is within its power and has been duly authorized by all necessary action on its part and shall not breach Seller’s legal department, threatened (in the form of a written communication to Seller) with respect to or in any law or determination or provision applicable to its governing documentsmanner affecting any of the Properties; (d) This Agreement constitutes this transaction will not in any way violate any other material agreements to which Seller is a legal, valid and binding act and obligation enforceable against such Seller in accordance with the terms of this Agreementparty; (e) The executionSeller has full power and authority to execute, delivery, deliver and performance by such Seller of perform under this Agreement and as well as under the consummation of the transaction contemplated by this Agreement do not and will not (with the giving of notice or the passage of time or both): (i) conflict with the charter documents of such Seller, (ii) violate any provision of any law, rule, or regulation applicable to such Seller, (iii) violate any order, judgment, or decree applicable to such Seller, or (iv) conflict with, or result in a breach or default under, any agreement or other instrument to which such Seller is a party or by which it may be boundTransfer Documents; (f) There no consent of any third party is no claim filed, action, lawsuit, arbitration, proceeding, or investigation pending or, required in order for Seller to the knowledge of such Seller, threatened against such Seller which might bring enter into question the validity of this Agreement or the consummation of the transaction contemplated by this Agreement; andand perform Seller’s obligations hereunder; (g) The Except as set forth in Seller’s Diligence Materials, Seller’s legal and property management departments have no actual knowledge that there exists, and Seller nor any director, officer, employee or subsidiary company of such Seller itself has not madecaused any generation, offeredproduction, location, transportation, storage, treatment, discharge, disposal, release upon, under or authorized and will not make, offer, or authorize with respect to about any of the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit Properties of any public official (i.e. Hazardous Materials that would trigger a response action by the applicable governmental authority.“Hazardous Materials” shall mean any person holding a legislativeflammables, administrative explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or judicial officerelated materials, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) asbestos or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel or the United States of America material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Foreign Corrupt Practices Federal Comprehensive Environmental Response Compensation and Liability Act of 19771980, as amended, U.S.C. §78dd-1the Federal Hazardous Materials Transportation Act, et seq.); (ii) as amended, the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business TransactionsFederal Resource Conservation and Recovery Act, signed in Paris on December 17, 1997, which entered into force on February 15, 1999as amended, and the Convention’s Commentaries; or (iii) the principles described in the United Nations Convention Against Corruption, which entered into force on December 14, 2005. Each Seller shall defend, indemnify rules and hold the other Parties harmless from regulations adopted and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by such Seller of such warranty. Such indemnity obligation shall survive termination or expiration of this Agreement. For the purposes promulgated pursuant to each of the above warranty, each Seller shall in good time (i) respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; (ii) furnish applicable documentary support for such response upon request from such other Party; (iii) maintain adequate internal controls, properly record and report all transactions; and (iv) comply with the laws applicable to it. Each Seller acknowledges and confirms that: (i) each Party must rely on the other Parties’ system of internal controls, and on the adequacy of full disclosure of the facts, and of financial and other data regarding action undertaken under this Agreement; (ii) No Party is in any way authorized to take any action on behalf of another Party that would result in an inadequate or inaccurate recording and reporting of assets, liabilities or any other transaction, or which would put such Party in violation of its obligations under the laws applicable to the operations under this Agreement. 4.1.2 Each of the Sellers (as to its Seller’s Percentage) covenants with the Buyer to use reasonable endeavors to obtain and maintain all licenses, permits, consents and approvals required from time to time during the Contract Period to permit the performance of its obligations hereunder.foregoing;