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

Xxxxx’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Xxxxx makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing: (i) Xxxxx has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Xxxxx in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound.

Xxxxx’s Representations and Warranties. In consideration of Seller entering into this Agreement Buyer hereby represents and as an inducement warrants to Seller to sell the Real Property, Xxxxx makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closingfollows: (i) Xxxxx Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has the power and authority to carry on its business as now being conducted and to own and operate the properties and assets now owned and being operated by it. (ii) Buyer has the requisite legal power, right power and authority to enter into this Agreement and the instruments referenced hereinto carry out its obligations hereunder. The execution, delivery and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Xxxxx in connection with entering into performance of this Agreement and any other agreements and documents to be executed and delivered by Buyer pursuant to the instruments referenced herein; and, provisions of this Agreement have been duly authorized by the Closing, all such necessary action will have on the part of Buyer. This Agreement has been taken duly executed and delivered on behalf of Buyer and is a legal, valid, and binding obligation of Buyer enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to authorize or affecting the consummation enforcement of the transaction contemplated herebycreditors’ rights. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and execution, delivery or performance of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, by Buyer nor the consummation of any of the transaction contemplated herein, nor compliance with the terms of transactions provided for in this Agreement and the documents and instruments referenced herein will (i) violate or conflict with any provision of the Articles of Organization or the Operating Agreement of Buyer; (ii) result in the material any breach of or default by Buyer under any terms, conditions provision of any material contract or provisions of, or constitute a default under, agreement of any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument kind to which Buyer is a party or by which Buyer is bound or to which the properties or assets of Buyer is subject; or (iii) is prohibited by, or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under, any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority. (iv) There are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to Buyer’s knowledge, threatened or proposed in any manner, or any circumstances which should or could reasonably form the basis of any such action, suit, proceeding or investigation, involving Buyer or any of its respective properties or assets that: (i) questions the validity of this Agreement; or (ii) seeks to delay, prohibit or restrict in any manner any action taken or contemplated to be taken by Buyer under this Agreement. (v) Buyer will redevelop the Property as a mixed income affordable housing community that will complement the surrounding neighborhood, in accordance with any requirements of Buyer’s properties are boundConstruction Financing, with the majority of residential units set aside for and affordable to a diverse population of low income persons and families (including the chronically homeless) who make at or below sixty percent (60%) the area median income for the greater Orlando area.

Xxxxx’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Xxxxx makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing:): (i) Xxxxx has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Xxxxx in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound.

Xxxxx’s Representations and Warranties. In consideration of Seller entering into this Agreement Buyer represents and as an inducement warrants to Seller to sell that the Real Property, Xxxxx makes the following representations statements contained in this Section 3(b) are true and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing:correct. (i) Xxxxx has the legal powerBuyer is a corporation duly organized, right and authority to enter into this Agreement and the instruments referenced hereinvalidly existing, and to consummate in good standing under the transaction contemplated herebylaws of Delaware. (ii) All requisite action Buyer has been taken by Xxxxx in connection with entering into full power and authority (including full corporate, limited liability company, limited partnership or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the instruments referenced herein; andvalid and legally binding obligation of Buyer, by enforceable in accordance with its terms and conditions, subject to the Closingeffects of bankruptcy, all such necessary action will have been taken insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to authorize the consummation of the transaction contemplated herebyor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal powerNo Consent of, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither or Filing with, any Governmental Entity is required for or in connection with the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor by Buyer or the consummation by Buyer or any of its applicable Affiliates of the transaction contemplated hereinTransaction, nor compliance with other than Consents and Filings that have been obtained or made by Buyer prior to the terms Closing (copies of which have been delivered to Seller at least two Business Days prior to the Closing) or the failure of which to obtain or make would not reasonably be expected to materially impair or delay Xxxxx’s ability to perform its obligations hereunder. (iv) The execution, delivery and performance by Buyer of this Agreement does not, and the consummation by Buyer of the Transaction will not (i) contravene or violate any provision of the organizational documents and instruments referenced herein of Buyer, or (ii) with or without notice, lapse of time or both, breach, violate, conflict with or constitute a default or event of default under any of the terms of, contravene or violate any provision of, or result in the material breach of any terms, conditions termination or provisions acceleration of, or constitute a default loss of any material benefit under, or entitle any party to accelerate any obligation or Indebtedness under or entitled any party to modify, cancel or accelerate any terms under, any bond, note or other evidence of indebtedness or any contract, indentureContract, mortgage, deed of trustlease, loan, partnership agreement, lease Permit or other agreement or instrument Law to which Buyer is a party or by which Buyer is bound or (iii) result in the creation of any Lien (other than any Permitted Lien) on any material assets, rights or properties of such Buyer, except, with respect to the foregoing clause (ii) and (iii) only, for any such violations or defaults (or rights of termination, cancellation or acceleration) or Liens which would not, individually or in the aggregate, reasonably be expected to materially impair or delay either Buyer’s properties are boundability to perform its obligations hereunder. (v) The capitalization of Buyer as of the date hereof is set forth on Schedule 3(b)(v).