Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true:
(i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business.
(ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan.
(iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate.
(iv) Borrower is not involved in any dispute with any taxing authority.
(v) Borrower has paid all taxes which it owes.
(vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property.
(vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon.
(viii) If required by Lender, Lender has received a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation.
Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true:
(i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business.
(ii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except for tax liens not yet due.
(iii) Borrower is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate.
(iv) Borrower is not involved in any dispute with any taxing authority.
(v) Borrower has paid all taxes which it owes.
(vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property.
(vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition.
(viii) Borrower has obtained a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation.
(ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property.
(x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.
Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true:
Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true:
(i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business.
(ii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan.
(iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate.
(iv) Borrower is not involved in any dispute with any taxing authority.
(v) Borrower has paid all taxes which it owes.
Underwriting Representations. Borrower hereby represents that it:
(a) has no judgments or liens of any nature against it except for tax liens not yet due;
(b) is not involved in any dispute with any taxing authority;
(c) is not now, nor has ever been, a party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it or its assets or properties that has not been paid in full;
(d) has obtained a current Phase I environmental site assessment (and, if applicable, a current Phase II environmental assessment) (collectively, the “ESA”) for the Property prepared consistent with ASTM Practice E 1527 and the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and
(e) each amendment and restatement of Borrower’s Organizational Documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to such amendment or restatement from time to time.
Underwriting Representations. Borrower represents that as of the Effective Date, each of the following is true:
Underwriting Representations. Except as set forth on Schedule 4.1.40 or as disclosed in writing to Lender prior to the Closing Date, Borrower hereby represents that it:
(a) has no judgments or liens of any nature against it except for Permitted Encumbrances and tax liens not yet delinquent;
(b) is not involved in any dispute with any taxing authorities (other than, for the avoidance of doubt, appeals of real property taxes in accordance with the terms of this Agreement);
(c) is not, nor has it ever been, a party to any lawsuit, arbitration, summons, or legal proceeding that was still pending (other than those that are covered by insurance and which would not reasonably be expected to have an Individual Material Adverse Effect, an Aggregate Material Adverse Effect or, with respect to Guarantor, materially impair Guarantor’s ability to perform its obligations under the Guaranty) or that resulted in a final judgment against it or its assets or properties that had not been paid in full; and
(d) each amendment and restatement of Xxxxxxxx’s organizational documents, if any, has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to such amendment or restatement from time to time.
Underwriting Representations. Borrower hereby represents, warrants and covenants that, each Borrower and each Borrower’s predecessor by merger if applicable:
(a) is and always has been duly formed, validly existing, and in good standing in the state of its organization and in all other jurisdictions where it is qualified to do business (other than with respect to temporary non-compliance which was cured in due course);
(b) to Borrower’s Knowledge, has no judgments or liens of any nature against it except for Permitted Encumbrances;
(c) is in material compliance with all laws, regulations and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;
(d) is not involved in any dispute with any taxing authority except contests relating to Permitted Encumbrances conducted in accordance with this Agreement;
(e) to Borrower’s Knowledge, has paid all material taxes which it owes, except as expressly permitted by this Agreement;
(f) has never owned any real property other than the Individual Property or Individual Properties reflected on Schedule 4.1.38 as being owned by it (individually or collectively, as the context may dictate, the “Transaction Property”), and personal property necessary or incidental to its ownership or operation of the Transaction Property and has never engaged in any business other than the acquisition, ownership, development, leasing and operation of the Transaction Property;
(g) is not now, nor has ever been, party to any lawsuit, arbitration, summons or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; and
(h) has no material contingent or actual obligations that are not related to the Transaction Property.
Underwriting Representations. Borrower hereby represents, warrants and covenants that, each Borrower:
(a) is and always has been duly formed, validly existing, and in good standing in the state of its organization and in all other jurisdictions where it is qualified to do business;
(b) to Borrower’s actual knowledge, has no judgments or liens of any nature against it except for tax liens not yet due;
(c) is in compliance with all laws, regulations and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;
(d) is not involved in any dispute with any taxing authority;
(e) to Borrower’s knowledge, has paid all taxes which it owes;
(f) has never owned any real property other than the Individual Property or Individual Properties reflected on Schedule VI as being owned by it (individually or collectively, as the context may dictate, the “Transaction Property”), and personal property necessary or incidental to its ownership or operation of the Transaction Property and has never engaged in any business other than the ownership and operation of the Transaction Property;
(g) is not now, nor has ever been, party to any lawsuit, arbitration, summons or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; and
(h) has no material contingent or actual obligations that are not related to the Transaction Property.
Underwriting Representations. Borrower hereby represents and warrants that to Borrower’s knowledge:
(a) Neither of Owner nor Operating Tenant has judgments or liens of any nature against it except for tax liens not yet due or delinquent, which, if determined against such entity, might materially adversely affect the condition (financial or otherwise) or business of any Borrower;
(b) Neither of Owner nor Operating Tenant is involved in any dispute with any taxing authority other than tax protests in the ordinary course of business which are being prosecuted in accordance with this Agreement;
(c) Borrower has paid all taxes which are currently due and owing;
(d) Neither of Owner nor Operating Tenant is now, or has ever been, party to any action, suit or proceeding at law or in equity by or before any Governmental Authority against such entity that has resulted in a judgment against it that has not been paid in full or that is pending; and
(e) each amendment and restatement of Owner’s and Operating Tenant’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.
