Common use of REPRESENTATIONS AND COVENANTS OF BUYER Clause in Contracts

REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to CPA:14, as follows: A. Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. B. Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer. C. There is no legal action pending or to Buyer’s knowledge threatened in writing against Buyer which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement. D. The execution and delivery of this Agreement and the Transfer Documents by Buyer, and the consummation by Buyer of the transaction contemplated hereby and thereby does not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority by which Buyer or REIT II is bound, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Buyer or REIT II or any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Buyer or REIT II is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Buyer or REIT II is bound. E. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer. F. Buyer has at all times been in material compliance with and will continue to be in material compliance through the Closing Date with (a) the Patriot Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import. G. At the Closing, Buyer has, and shall have, sufficient resources available to consummate all the transactions contemplated hereby, including paying the Purchase Price to CPA:14 in cash. H. Buyer has not received, nor to the best of Buyer’s knowledge has REIT II received, any written notice of a material violation of any laws enacted by any federal, state, local or other governmental agency or regulatory body which remains uncured, outstanding or in effect which could materially adversely affect the ability of Buyer or REIT II to perform its obligations hereunder. I. Buyer does not intend to (a) enter into a definitive agreement within six (6) months after the Closing Date hereunder to sell any of the Interests or their respective interests in any of the Interests purchased under this Agreement or (b) otherwise sell and close on the conveyance of a Property or otherwise transfer the Interests purchased under this Agreement within six (6) months after the Closing Date. All representations and warranties of Buyer set forth in this Agreement and the conditions and circumstances contained herein shall be effective, valid, true and correct on the Closing Date and the representations and warranties of Buyer shall survive the Closing for a period of six (6) months.

REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to CPA:14, as follows: A. Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. B. Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer. C. There is no legal action pending or to Buyer’s knowledge threatened in writing against Buyer which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement. D. The execution and delivery of this Agreement and the Transfer Documents by Buyer, and the consummation by Buyer of the transaction contemplated hereby and thereby does not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority by which Buyer or REIT II an SPV Purchaser is bound, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Buyer or REIT II an SPV Purchaser or any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Buyer or REIT II an SPV Purchaser is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Buyer or REIT II an SPV Purchaser is bound. E. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer. F. Buyer has at all times been in material compliance with and will continue to be in material compliance through the Closing Date with (a) the Patriot Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import. G. At the Closing, Buyer has, and shall have, sufficient resources available to consummate all the transactions contemplated hereby, including paying the Purchase Price to CPA:14 in cash. H. Buyer has not received, nor to the best of Buyer’s knowledge has REIT II any SPV Purchaser received, any written notice of a material violation of any laws enacted by any federal, state, local or other governmental agency or regulatory body which remains uncured, outstanding or in effect which could materially adversely affect the ability of Buyer or REIT II an SPV Purchaser to perform its obligations hereunder. I. Neither Buyer does not nor the SPV Purchasers intend to (a) enter into a definitive agreement within six (6) months after the Closing Date hereunder to sell any of the Interests or their respective interests in any of the Interests purchased under this Agreement or (b) otherwise sell and close on the conveyance of a Property or otherwise transfer the Interests purchased under this Agreement within six (6) months after the Closing Date. All representations and warranties of Buyer set forth in this Agreement and the conditions and circumstances contained herein shall be effective, valid, true and correct on the Closing Date and the representations and warranties of Buyer shall survive the Closing for a period of six (6) months.

REPRESENTATIONS AND COVENANTS OF BUYER. Buyer expressly covenants, represents and warrants to CPA:14Sellers, as follows: A. Buyer is a duly formed and validly existing limited liability company partnership in good standing under the laws of the State of Delaware. B. Subject to Section 37 hereof, Buyer has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer. C. There is no legal action pending or to Buyer’s knowledge threatened in writing against Buyer which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement. D. The execution and delivery of this Agreement and the Transfer Documents by Buyer, and the consummation by Buyer of the transaction contemplated hereby and thereby does not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority by which Buyer or REIT II is bound, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Buyer or REIT II or any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Buyer or REIT II is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Buyer or REIT II is bound. E. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer. F. (i) Buyer is familiar with the source of funds with which it will purchase the Properties and represents that all such funds are and will be derived from legitimate business activities within the United States of America and/or from loans from a banking or financial institution chartered or organized within the United States of America. Buyer covenants and agrees to provide to Sellers any and all documents, certifications or other evidence, as may be reasonably requested from time to time by Seller, confirming the source of funds for the purchase of the Property (and that such funds derived from legitimate business activities). (ii) Buyer has at all times been in material compliance with and will continue to be in material compliance through the Closing Date with (a) the Patriot Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import. G. At (iii) Neither Buyer nor, to Buyer’s knowledge, any of the Closingother Buyer Parties, Buyer has(as defined below) is now or shall be at any time until the Closing Date be a person who has been listed on (i) the Specially Designated and Blocked Persons List contained in Appendix A to 31 C.F.R., Subtitle B, Part V; (ii) the Denied Persons List, the Entity List, and shall have, sufficient resources available to consummate all the transactions contemplated hereby, including paying Unverified Parties List maintained by the Purchase Price to CPA:14 in cash. H. Buyer has not received, nor to United States Department of Commerce; (iii) the best List of Buyer’s knowledge has REIT II received, Terrorists and List of Debarred Parties maintained by the United States Department of State; and (iv) any written notice of a material violation of any laws enacted other similar list maintained by any federal, state, local federal or other governmental state agency or regulatory body which remains uncuredpursuant to any Executive Order of the President of the United States of America. “Buyer Parties” means, outstanding or in effect which could materially adversely affect the ability of Buyer or REIT II to perform its obligations hereunder. I. Buyer does not intend to collectively, (a) enter into a definitive agreement within six (6) months after the Closing Date hereunder to sell any of the Interests or their respective interests in any of the Interests purchased under this Agreement or Buyer, (b) otherwise sell its officers, directors, managers and close employees, (c) its partners, and (d) any entity on the conveyance of a Property or otherwise transfer the Interests purchased under this Agreement within six (6) months after the Closing Datewhose behalf Buyer acts. All representations and warranties of Buyer set forth in this Agreement and the conditions and circumstances contained herein shall be effective, valid, true and correct on the Closing Date of and the representations and warranties of Buyer shall survive the Closing for a period of six (6) months.