Common use of General Partner Representations Clause in Contracts

General Partner Representations. The General Partner represents and warrants to Brookdale as follows as of the date hereof and as of the Closing Date: (a) The General Partner is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to own and operate its property and to carry on its business as now conducted. The Company is duly qualified to do business in each jurisdiction where the nature of its operations and applicable laws require such qualification, except where the failure to be so qualified would not have a material adverse effect on the General Partner. (b) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, and this Agreement is the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or the laws or equitable principles affecting the enforcement of creditors' rights generally. (c) The execution, delivery and performance by the General Partner of this Agreement do not contravene the terms of the General Partners's Articles of Incorporation or Regulations, true, correct and complete copies of which have been delivered to Brookdale, conflict with or result in any breach or contravention of, or the creation of any lien under, any agreements or instruments to which it is a party or by which it or any of its property is bound or violate any state or federal law and all required approvals therefor, if any, have been duly obtained. (d) The General Partner is the sole general partner of the Owner, and the General Partnership Interest constitutes one percent (1%) of the partnership interests in, the Owner. (e) Subject to the Senior Lender's rights with respect to and any rights that it may acquire upon the acquisition of the Preferred Equity and the Warrants (as such terms are defined in the Senior Loan Agreement), the General Partner owns the General Partnership Interest free of any liens, claims or encumbrances. (f) All of the representations and warranties made on behalf of the General Partner set forth in Article V of the Subordinate Loan Agreement are true and correct as though such representations and warranties were set forth herein for Brookdale's benefit. (g) The General Partner has no outstanding liabilities, contingent or otherwise, other than (i) those of Owner referred to in paragraph (g) of Section 10 hereof for which it is liable by virtue of being general partner of Owner and (ii) liabilities for which Brookdale or the Subordinate Lender (or one or more of their affiliates) is liable to the General Partner.