Common use of Transferor’s Representations and Warranties Clause in Contracts

Transferor’s Representations and Warranties. Transferor represents and warrants to Transferee that: a. Transfer is a corporation duly incorporated, organized and existing under the laws of with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable laws to which Transferor is subject; b. Transferor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer all of Transferor’s right, title and interest to the Assets to Transferee; c. This Agreement constitutes a valid and legally binding obligation of Transferor, enforceable against Transferor 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; d. There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon Transferor to sell, transfer, or in any other way dispose of the Assets other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by Transferor in the usual and ordinary course of the business; e. 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 Transferor is subject or any provision of the charter or bylaws of any of the Transferor; and f. At the Closing, except as provided in Section 10a, Transferee will receive good and marketable title to all of the Assets free and clear of all Liens, provided, however, that with respect to those Assets in which Transferor purports to only have a leasehold interest, Transferee will only receive Transferor’s leasehold interest. The term “Liens” means all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, encroachments, hypothecations, equities, restrictions, rights-of-way, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances of any nature whatsoever other than (i) mechanic’s, materialmen’s and similar liens to the extent sufficiently accrued or reserved against in the Balance Sheet, (ii) purchase money liens to the extent sufficiently accrued or reserved against in the Balance Sheet and liens securing rental payments under capital leases, and (iii) liens which are reflected as a liability in the Balance Sheet. Transferor makes no other representation or warranty of any kind, whether express or implied, other than as set forth in this Section 7. The representations of Transferor set forth in Section 7 will survive the Closing and shall terminate six (6) months after the Closing Date.

Transferor’s Representations and Warranties. Transferor represents and warrants to Transferee thatBuilder that the following are true and correct as of the Effective Date of this Agreement, and shall also be true and correct as of the Closing Date: a. Transfer is a corporation duly incorporated, organized and existing under the laws of with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable laws to which Transferor is subject; b. Transferor has good full right, power and sufficient power, authority and right to enter into and deliver sell the Property to Builder as provided in this Agreement and to transfer perform Transferor’s obligations hereunder; b. The person executing this Agreement on behalf of Transferor has full authority to do so, and the execution, delivery and performance of this Agreement by Transferor are duly authorized by all requisite actions and resolutions of Transferor’s right, title and interest to the Assets to TransfereeBoard of County Commissioners; c. This Agreement constitutes To Transferor’s actual knowledge, there is no litigation pending or threatened that in any manner might affect the Property; d. To Transferor’s actual knowledge, the Property is not in violation of any federal, state or local law, code, ordinance, rule, regulation or requirement relating to the Property, nor has Transferor received any written notice of any such violation from any governmental authority that has not been fully cured; e. To Transferor’s actual knowledge, no portion of the Property contains any substance which (i) may be classified as a valid and legally binding obligation hazardous, toxic, chemical or radioactive substance, or a contaminant or pollutant (collectively, “Hazardous Substances”) under applicable federal, state or local laws, statutes, ordinances, rules or regulations pertaining to the environment (collectively, “Environmental Laws”), or (ii) may require any cleanup, remediation or other corrective action pursuant to such Environmental Laws. To Transferor’s actual knowledge, no underground storage tanks are, or have in the past been, located under the Property; f. To Transferor’s actual knowledge, there are no presently pending condemnation actions with respect to the Property, nor has Transferor received any written notice from any governmental authority of Transferor, enforceable against Transferor in accordance with its terms any condemnation actions being contemplated; g. The Property is not subject to applicable bankruptcyany unrecorded leases or other rights of third parties that shall not expire or terminate prior to the Closing Date, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ Transferor shall not grant any leases or rights generally in and to the fact that specific performance is an equitable remedy available only in Property during the discretion of the court; d. There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon Transferor to sell, transfer, or in any other way dispose of the Assets other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by Transferor in the usual and ordinary course of the business; e. Neither the execution and the delivery term 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 Transferor is subject or any provision of the charter or bylaws of any of the Transferor; and f. At the Closing, except as provided in Section 10a, Transferee will receive good and marketable title to all of the Assets free and clear of all Liens, provided, however, that with respect to those Assets in which Transferor purports to only have a leasehold interest, Transferee will only receive Transferor’s leasehold interest. The term “Liens” means all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, encroachments, hypothecations, equities, restrictions, rights-of-way, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances of any nature whatsoever other than (i) mechanic’s, materialmen’s and similar liens to the extent sufficiently accrued or reserved against in the Balance Sheet, (ii) purchase money liens to the extent sufficiently accrued or reserved against in the Balance Sheet and liens securing rental payments under capital leases, and (iii) liens which are reflected as a liability in the Balance Sheet. Transferor makes no other representation or warranty of any kind, whether express or implied, other than as set forth in this Section 7. The representations of Transferor set forth in Section 7 will survive the Closing and shall terminate six (6) months after the Closing Date.

Transferor’s Representations and Warranties. In order to induce Transferee to accept the Shares, Transferor hereby represents and warrants to Transferee thatTransferee, in each case as of the Effective Date or such other date as is expressly set forth below, as follows: a. Transfer (a) The Transferor is a corporation limited partnership duly incorporated, organized established and validly existing under the laws of with the corporate power State of Delaware and possesses all requisite legal authority to own its assets consummate the transactions hereunder. This Agreement and to carry the Liquidation Agreement have been executed on its business behalf by its duly authorized representative and has made all necessary filings under all applicable laws to which Transferor is subject; b. Transferor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer all of Transferor’s right, title and interest to constitute the Assets to Transferee; c. This Agreement constitutes a valid and legally binding obligation obligations of the Transferor, enforceable against the Transferor 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;their respective terms. d. There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon (b) The Transferor has obtained approval to sell, transferand otherwise has the authority to sell, or in any other way dispose the Shares. (c) The Shares constitute all of the Assets stock of the Company other than pursuant to the provisions stock held by the so-called preferred accommodation shareholders. (d) The Transferor is the sole legal owner of this Agreement or pursuant to purchase orders accepted by Transferor in the usual and ordinary course all of the business;Shares. e. Neither the execution and the delivery of this Agreement(e) The Transferor has not pledged, nor the consummation of the transactions contemplated herebytransferred, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, assigned or other restriction of any government, governmental agency, or court to which the Transferor is subject or any provision of the charter or bylaws of otherwise encumbered any of the Transferor; and f. At the Closing, except as provided in Section 10a, Transferee will receive good Shares and marketable title that no person or entity has any preemptive right to all acquire any of the Assets Shares. (f) The Shares represent the total issued and outstanding shares of common stock in the Company. (g) The Company is the sole member of the LLC Component Entity, that it owns such membership interest free and clear of all Liensany liens or encumbrances and that no person or entity has any preemptive right to acquire any interest in the LLC Component Entity, provided, however, that the Transferor will not be in breach of this representation solely because certain of the loan documents contain prohibitions on transfers of direct or indirect interests in the borrower that cause a change in control of the borrower. (h) There are no other shares of capital stock or other equity securities of the Company or the LLC Component Entity authorized, issued, reserved for issuance or outstanding (other than the interests held by the so-called accommodation shareholders), and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever, relating to the capital stock of, or other equity or voting interest in, the Company or the LLC Component Entity, to which the Company or the LLC Component Entity is a party or is bound requiring the issuance, delivery or sale of shares of capital stock of the Company or the LLC Component Entity. (i) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to those Assets the capital stock of, or other equity (other than the interests held by the so-called accommodation shareholders) or voting interest in, the Company or the LLC Component Entity. (j) There are no contracts to which the Company or the LLC Component Entity is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, the Company or the LLC Component Entity, other than with respect to the interests held by the so-called accommodation shareholders as set forth in which the documents relating to such accommodation shareholders previously provided by the Transferor purports to only have a leasehold interest, the Transferee will only receive Transferor’s leasehold interest. The term (the “Liens” means all mortgages, liens (statutory or otherwiseAccommodation Shareholder Documents”), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, encroachments, hypothecations, equities, restrictions, rights-of-way, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances (y) vote or dispose of any nature whatsoever shares of capital stock of, or other than equity or voting interest in, the Company or the LLC Component Entity. (ik) mechanic’sThere are no proxies and no voting agreements with respect to any shares of capital stock of, materialmen’s and similar liens to or other equity or voting interest in, the extent sufficiently accrued Company or reserved against in the Balance Sheet, (ii) purchase money liens to the extent sufficiently accrued or reserved against in the Balance Sheet and liens securing rental payments under capital leases, and (iii) liens which are reflected as a liability in the Balance Sheet. Transferor makes no other representation or warranty of any kind, whether express or impliedLLC Component Entity, other than as set forth in this Section 7. The representations the Accommodation Shareholder Documents. (l) As of Transferor set forth in Section 7 will survive the Closing effective date of the Liquidation Agreement, the amount of indebtedness for money borrowed by the Company and shall terminate six the LLC Component Entity is as shown on Exhibit E to the Liquidation Agreement. (6m) months after As of the Closing effective date of the Liquidation Agreement, the amount of cash and cash equivalents of the Company and the LLC Component Entity is as shown on Exhibit F to the Liquidation Agreement. (n) To the General Partner’s knowledge, the Company has timely filed and paid all federal, state and local tax returns and payments which are due as of the Effective Date. (o) The Company is a duly organized, validly existing and in good standing corporation and the LLC Component Entity is a validly existing limited liability company. (p) The Transferor has made available to Transferee true and complete copies of the Accommodation Shareholder Documents (including any amendments or modifications thereto) and that such documents are in full force and effect and constitute the entire agreement with each applicable shareholder with respect to the Company.