TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The Transferee shall on the Effective Date represent and warrant to the CfD Counterparty that:
(A) as at the Effective Date, the representations and warranties set out at Conditions 28.1 and 28.2 of the Contract for Difference are, in respect of the Transferee, true, accurate and not misleading on the basis that references to the Generator shall be deemed to be references to the Transferee; and
(B) it is an Eligible Generator.
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. Transferee hereby represents, warrants and covenants to Transferor and the Company as follows:
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The Transferee hereby represents and warrants to Transferor as at the date of this Agreement: (the “Transferee’s Warranties”):
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. Transferee represents and warrants to Transferor, as of the Execution Date and as of the Closing Date, as follows:
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. Transferee represents and warrants to Transferor that:
a. Transferee is a corporation duly incorporated, organized and existing under the laws of with corporate power to own its assets and carry on its business and has made all the necessary filings under applicable laws to which Transferee is subject;
b. Transferee has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by Transferee as contemplated by this Agreement;
c. This Agreement constitutes a valid and legally binding obligation of Transferee, enforceable against Transferee in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; and
d. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Transferee is subject or any provision of the charter or bylaws of the Transferee. Transferee makes no other representation or warranty of any kind, whether express or implied, other than as set forth in this Section 8. The representations and warranties of Transferee set forth in this Section 8 will survive the Closing and shall terminate six (6) months after the Closing Date.
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The Transferee represents and warrants to the Transferor as of the Closing Date and as of each Conveyance Date (and as to any Transferred Assets, with respect to the Transferred Assets being purchased on such Conveyance Date) that:
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The Transferee hereby represents to the Transferors as follows:
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. Transferee hereby represents and warrants to Transferor as follows:
(a) Transferee is a duly organized and validly existing limited partnership in good standing under the laws of the State of California, and AHP is a duly organized and validly existing corporation under the laws of the State of Maryland. This Agreement and all documents executed by Transferee which are to be delivered to Transferor at the Closing are or at the time of Closing will be duly authorized, executed and delivered by Transferee, and are or at the Closing will be legal, valid and binding obligations of Transferee, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Transferee is subject.
(b) Transferee has made (or will make prior to the Closing Date) an independent investigation with regard to the Property and Transferee's intended use thereof, including without limitation, review and/or approval of matters disclosed by Transferor pursuant to this Agreement.
(c) There is no litigation pending or, to Transferee's knowledge, threatened, against Transferee or any basis therefor that might materially and detrimentally affect the ability of Transferee to perform its obligations under this Agreement. Transferee shall notify Transferor promptly of any such litigation of which Transferee becomes aware.
(d) All representations and warranties set forth herein shall be true as of the Effective Date and the Closing Date.
(e) The 1996 Annual Report of AHP, the Proxy Statement for Special Meeting of Shareholders held August 14, 1997 and the Form 10 K Annual Report for 1996 of AHP as previously delivered to Transferor are true and correct in all material respects and do not omit any material information about AHP or Transferee.
(f) The Agreement of Limited Partnership of Xxxxxxxxx Xxxxxx Properties Operating Partnership, L.P., a California limited partnership, dated as of December 27, 1993 as amended on January 1, 1994, March , 1994, February 27, 1997 and November 19, 1996 (the "AHPOP Agreement") as previously delivered to Transferor, is a true and correct copy of such agreement.
(g) True and correct copies of the provisions of the Articles of Incorporation of AHP, to which reference is made in Section 8.6C of the AHPOP Agreement, have been previously delivered to Transferor.
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The Transferee has the authority to accept the Target Shares and tender the purchase price.
TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. The undersigned transferee hereby represents and warrants to the Company that the transferee is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended and that the address set forth below is the undersigned’s principal residence (if an individual) or principal place of business (if a corporation or other entity).
