Common use of WARRANTIES AND REPRESENTATIONS OF PURCHASER Clause in Contracts

WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser warrants and represents that as of the Effective Date: (a) Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in New Jersey as of the Effective Date and shall be on the Closing Date. The execution, delivery, and performance by Purchaser of the terms of this Agreement have been duly authorized by all necessary limited partnership action and do not conflict with the limited partnership agreement of Purchaser or any agreement to which Purchaser is bound or is a party or, except as otherwise provided in this Agreement, which requires the consent of any party. (b) Purchaser has full power and authority to execute, deliver, and carry out its obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of Purchaser have been duly authorized to do so. (c) This Agreement is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Purchaser generally and general equitable principles (whether asserted in an action at law or equity.) (d) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened that may affect Purchaser’s ability to comply with its obligations hereunder. (e) The execution, delivery, and performance of this Agreement by Purchaser in accordance with the terms of this Agreement will not violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is or may be bound. (f) Purchaser has, or will have on the Closing Date, adequate funds available to complete the transactions contemplated by this Agreement. (g) Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser’s creditors which has not been dismissed, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets, which has not been dismissed, (iv) suffered the attachment, or other judicial seizure of all, or substantially all, of Purchaser’s assets, which has not been removed, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or compromise to its creditors generally. (h) After the Closing, Purchaser will pay all commissions that become due and payable pursuant to the terms of the Brokerage Agreements.

WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser hereby warrants and represents that as to each of the Effective DateSellers as follows: (a) Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in New Jersey as of the Effective Date and shall be on the Closing Date. The execution, delivery, and performance by Purchaser of the terms of this Agreement have been duly authorized by all necessary limited partnership action and do not conflict with the limited partnership agreement of Purchaser or any agreement to which Purchaser is bound or is a party or, except as otherwise provided in this Agreement, which requires the consent of any party. (b) Purchaser has full power and authority to execute, deliver, and carry out its obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary action to authorize the execution, delivery and performance of the transactions contemplated by this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of by Purchaser have has been duly authorized to do soby the Board of Directors of Purchaser, and will not contravene any provisions of law, or an order of any court or other agency of government or of its Certificate of Incorporation or By-laws. (cb) This Agreement is constitutes the legal, valid and binding obligation of Purchaser, Purchaser enforceable against Purchaser it, in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Purchaser generally and general equitable principles (whether asserted in an action at law or equity.) (d) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened that may affect Purchaser’s ability to comply with its obligations hereunder. (ec) The executionExcept as set forth in Paragraph 9(a), delivery, and performance of this Agreement by Purchaser in accordance with the terms of this Agreement will not violate, conflict with or result in a breach no consent of any agreement person or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Purchaser governmental authority is a party or by which it is or may be boundnecessary for the consummation of the transactions described herein on behalf of Purchaser. (fi) Purchaser hasPurchaser, or will have taking into account the personnel and resources it can practically bring to bear on the Closing Datepurchase of the Shares and Other Shares contemplated hereby, adequate funds available is knowledgeable, sophisticated and experienced in making, and is qualified to complete make, decisions with respect to investments in Shares and Other Shares presenting an investment decision like that involved in the transactions contemplated by this Agreement.purchase of the Shares and Other Shares; (g) Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition the Purchaser has had the opportunity to ask questions of and receive answers from representatives of Company or persons acting on its behalf concerning the terms and conditions of the proposed investment in bankruptcy or suffered Company, has had the filing opportunity to obtain additional information necessary to verify the accuracy of information previously furnished about Company, and has requested, received, reviewed and considered all information it deems relevant in making an involuntary petition by Purchaser’s creditors which has not been dismissed, informed decision to purchase the Shares and the Other Shares; (iii) suffered the appointment Purchaser is an "accredited investor" as such term is defined in Rule 501 of a receiver to take possession of all or substantially all of Purchaser’s assets, which has not been dismissed, Regulation D promulgated under the Securities Act; (iv) suffered notwithstanding the attachmentprovisions of Paragraph 4 above, the Purchaser is acquiring the Shares and Other Shares for investment and with no present intention of distributing or other judicial seizure reselling any of all, or substantially all, of such Shares (this representation and warranty not limiting the Purchaser’s assets, which has not been removed, 's right to sell pursuant to a registration statement as contemplated pursuant to the Shareholders Agreement); and (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or compromise to its creditors generally. (h) After the Closing, Purchaser will pay all commissions that become due and payable pursuant not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to the terms buy, purchase or otherwise acquire or take a pledge of) any of the Brokerage AgreementsShares or Other Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder.

WARRANTIES AND REPRESENTATIONS OF PURCHASER. Purchaser hereby warrants and represents that the Seller as of the Effective Datefollows: (a) 13.1 Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in New Jersey as of the Effective Date and shall be on the Closing Date. The execution, delivery, and performance by Purchaser of the terms of this Agreement have been has duly authorized by all necessary limited partnership action and do not conflict with approved the limited partnership agreement of Purchaser or any agreement to which Purchaser is bound or is a party or, except as otherwise provided in this Agreement, which requires the consent of any party. (b) Purchaser has full power execution and authority to execute, deliver, and carry out its obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and all documents to be executed the performance of the transactions provided for herein. No other action is required in connection herewith. All persons executing this Agreement on behalf of Purchaser have been duly authorized to do so. (c) This Agreement is the constitutes a legal, valid and binding obligation of Purchaser, Purchaser and is enforceable against Purchaser in accordance with its terms. 13.2 No agent, subject only to bankruptcy and creditor’s rights lawsbroker, matters affecting creditors person or firm action on behalf of Purchaser generally and general equitable principles (whether asserted in an action at law or equity.) (d) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened that may affect Purchaser’s ability to comply with its obligations hereunder. (e) The execution, delivery, and performance of this Agreement by Purchaser in accordance with the terms of this Agreement will not violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is or may be bound. (f) Purchaser hasof his affiliates is, or will have on the Closing Datebe, adequate funds available entitled to complete any commission, broker's or finder's fees from any party, or from any affiliate of any party, in connection with any of the transactions contemplated by this Agreement. 13.3 There are no suits, actions, claims, proceedings (gincluding, without limitation, arbitral and administrative proceedings) or governmental investigations pending or, to the knowledge of Purchaser, threatened against or contemplated against the Purchaser relating to or affecting, directly or indirectly, the intended business of Purchaser that will utilize the Business or the Assets. There are no such suits, actions, proceedings, claims or investigations pending or, to the knowledge of Purchaser, threatened challenging the validity or propriety of, or otherwise involving, this Agreement or the transactions contemplated hereby. There is no judgment, order, injunction, decree or award issued by any court, arbitrator, governmental body or agency thereof to which the Purchaser is a party and which would materially affect the Business or the Assets acquired hereunder. 13.4 No representation and warranty of Purchaser contained in this Agreement (including, without limitation, the Schedules hereto), nor any other statement, schedule, certificate or other document delivered or to be delivered by Purchaser to Seller pursuant hereto or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements made herein or therein, in the light of the circumstances in which they were made, not misleading. 13.5 Purchaser represents and warrants to, and covenants with, the Seller that Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to the purchase of the Business and the Assets hereunder. Purchaser has requested, received, reviewed and considered all information he deems relevant in making an informed decision to acquire the Business and the Assets, and in connection with his decision to acquire the Assets herein, has relied solely upon his own knowledge and investigation of the Seller’s books and records related to the Business and the Assets and the representations and warranties of Seller set forth herein. 13.6 The foregoing representations and warranties are made by Purchaser with the knowledge and expectation that Seller is placing complete reliance thereon in entering into, and performing its obligations under, this Agreement, and the same shall not (i) made a general assignment for the benefit of creditors, (ii) filed be affected in any voluntary petition in bankruptcy respect whatsoever by any investigation heretofore conducted by or suffered the filing of an involuntary petition by Purchaser’s creditors which has not been dismissed, (iii) suffered the appointment of a receiver to take possession of all or substantially all on behalf of Purchaser’s assets, which has not been dismissed, (iv) suffered the attachment, whether in contemplation of this Agreement or other judicial seizure of all, or substantially all, of Purchaser’s assets, which has not been removed, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or compromise to its creditors generallyotherwise. (h) After the Closing, Purchaser will pay all commissions that become due and payable pursuant to the terms of the Brokerage Agreements.