Common use of Warranties and Representations of Buyer Clause in Contracts

Warranties and Representations of Buyer. Xxxxxx hereby represents and warrants to Seller as follows: 18.1 Prior to the expiration of the Feasibility Period, Buyer will be a corporation duly organized, validly existing and in good standing under the laws of the State of New York and have full power and authority to carry on its current business and to own, use and sell its assets and properties. 18.2 Prior to the expiration of the Feasibility Period, Buyer will have full power and authority and all necessary approvals to enter into this Agreement. Execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will have been duly authorized by Buyer's Board of Directors prior to expiration of the Feasibility Period. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any provision of any agreement, document, or instrument to which Buyer is a party or by which Buyer is bound, except as otherwise noted in this Agreement. Buyer has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby. 18.3 There is as of the date hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Buyer's knowledge, threatened against Buyer which might affect the Purchased Assets or the transfer thereof to Buyer, and there is no basis known to Buyer for any such litigation, proceeding, suit, action, controversy, or claim. At Closing, Buyer will have complied with all laws, regulations, and ordinances applicable to the transfer of Purchased Assets. There are at the date hereof and at Closing there will be no judgments or liens existing, whether or not filed, against Buyer which might affect the Purchased Assets, except as herein set forth. 18.4 Buyer is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 18.5 The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though they had been made on and as of the Closing Date, except to the extent that such representations and warranties shall be incorrect because of events or changes (not materially and adversely affecting the Purchased Assets) occurring or arising after the date hereof.

Warranties and Representations of Buyer. Xxxxxx hereby 6.1 Buyer represents and warrants to Seller as follows: 18.1 Prior to that the expiration following statements are true. In the event that any of the Feasibility Periodfollowing representations and warranties are not true on the date of Closing, Buyer will be a corporation duly organizedSeller, validly existing and in good standing under at Seller’s option, shall have the laws of the State of New York and have full power and authority right to carry on its current business and to own, use and sell its assets and properties. 18.2 Prior to the expiration of the Feasibility Period, Buyer will have full power and authority and all necessary approvals to enter into terminate this Agreement. Execution In the event of such termination, all Xxxxxxx Money (less the Contract Consideration) shall be paid over to Seller and delivery of this Agreement and the consummation of the transactions contemplated hereby thereafter no one will have been duly authorized by Buyer's Board of Directors prior to expiration of the Feasibility Period. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any provision of any agreement, document, further obligations or instrument to which Buyer is a party or by which Buyer is bound, except as otherwise noted in liabilities under this Agreement. Buyer has made no other agreements with any other party with respect shall certify to the Purchased Assets Seller at closing either (i) that all of such representations and warranties are true, or (ii) indicate which would adversely affect the transactions contemplated hereby. 18.3 There is are not true as of the date hereof no litigationclosing date. (a) Buyer has the full right, power, and authority to enter into and perform its obligations under this Agreement. (b) Buyer has been advised in writing that Buyer should have an abstract covering the Property examined by an attorney of Buyer’s own selection or that Buyer should be furnished with or obtain a policy of title insurance. (c) Buyer is not subject to any legal or administrative proceeding, suit, action, controversy, debt structure or claim existing, pending, or, to the best other agreement which would prevent Buyer’s full and timely performance of Buyer's knowledge, threatened against Buyer which might affect the Purchased Assets or the transfer thereof to Buyer, and there is no basis known to Buyer for any such litigation, proceeding, suit, action, controversy, or claim. At Closing, Buyer will have complied with all laws, regulations, and ordinances applicable to the transfer of Purchased Assets. There are at the date hereof and at Closing there will be no judgments or liens existing, whether or not filed, against Buyer which might affect the Purchased Assets, except as herein set forthits obligations hereunder. 18.4 (d) Buyer is not a “foreign entityperson” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulationsregulations promulgated thereunder). 18.5 The representations (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports and warranties studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though they had been made on and as of the Closing Date, except to the extent that such representations and warranties shall be incorrect because of events or changes (not materially and adversely affecting the Purchased Assets) occurring or arising after the date hereofat Buyer’s direction.