Representations and Warranties - General Sample Clauses

Representations and Warranties - General. In the event: (x) the Seller breaches (without giving effect to any qualification as to materiality (including Material Adverse Effect)) any of its representations or warranties contained herein (other than those contained in Section 4(b) (Capitalization) and Section 4(f) (Tax Matters)); and (y) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(h) within the applicable survival period specified in Section 8(a), then the Seller agrees to RELEASE, INDEMNIFY AND HOLD HARMLESS the Buyer Indemnitees from and against the entirety of any Adverse Consequences that are individually in excess of twenty-five thousand dollars ($25,000) and that are suffered by the Buyer Indemnitees by reason of each such breach; provided, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against (A) the entirety of any such Adverse Consequences by reason of such breaches until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all such breaches in excess of an initial aggregate deductible amount equal to 1.0% of the Purchase Price, (B) after which point, 50% of any such further Adverse Consequences by reason of such breaches until the Buyer Indemnitees, in the aggregate (above such amounts described in (A) above), have suffered Adverse Consequences by reason of all such breaches in excess of a second deductible aggregate amount equal to 1.0% of the Purchase Price (after which point the Seller shall be obligated only to indemnify the Buyer Indemnitees from and against any further such Adverse Consequences), or (C) to the extent all Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all such breaches exceeds an aggregate ceiling amount equal to Twenty Eight Million Four Hundred Thousand U.S. Dollars ($28,400,000.00) (after which point the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against any further such Adverse Consequences).

Representations and Warranties - General. 6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each Underwriter is relying upon such representations and warranties, that: (a) the REIT is a limited partnership validly existing under the Laws of the Province of Ontario, and through the board of directors of the GP it has all requisite power and authority to carry on its business or activities and to indirectly own or lease and to indirectly operate its properties, assets and related business and operations, and to execute, deliver and carry out its obligations hereunder and under the other Material Contracts to which it is a party, as applicable; (b) each of the REIT Entities (other than the REIT) is a corporation, partnership or limited liability company incorporated or created and existing and is validly subsisting under the Laws of its jurisdiction of incorporation, and each such REIT Entity has the corporate or equivalent power and authority to carry on its business or activities and to own or lease and to operate its assets and to execute, deliver and carry out its obligations under the Material Contracts to which it is a party, as applicable; (c) other than disclosed in the Preliminary Prospectus and the Prospectus, the REIT is the owner of all of the outstanding securities of the U.S. REIT and the indirect owner of all of the outstanding securities of Lodging Properties, Lodging Enterprises, AHIP Properties and AHIP Enterprises; (d) AHIP Properties is the owner of all of the outstanding securities of the Acquisition LLCs and the direct or indirect owner of all of the outstanding securities of the Acquisition LPs; (e) AHIP Enterprises is the owner of all of the outstanding securities of the Acquisition Enterprises LLCs; (f) the ownership structure of the REIT Entities is that set out in the Preliminary Prospectus and the Prospectus and, except as disclosed in the Preliminary Prospectus and the Prospectus, all securities of the REIT Entities held by the REIT or any other REIT Entity are held free and clear of all liens, charges, encumbrances and any other rights of others; (g) other than as disclosed in the Preliminary Prospectus and the Prospectus, there is no agreement to which any REIT Entity is a party in force or effect which in any manner affects or will affect the voting or control of any of the securities of the REIT Entities, other than the Pledge Agreement and the Voting Trust Agreement; (h) the REIT is a reporting issuer or the equivalent not in default und...

Representations and Warranties - General. 6.1 The Company represents and warrants to each of the Underwriters, as of the date hereof (it being understood that any certificate signed by any director or officer of the Company and delivered to the Underwriters or counsel to the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company to each of the Underwriters as to matters covered thereby), and acknowledges that each of the Underwriters is relying upon such representations and warranties, that:

Representations and Warranties - General. 6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each Underwriter is relying upon such representations and warranties, that:

Representations and Warranties - General. 6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each of them is relying upon such representations and warranties, that: 6.1.1 each of the REIT Entities has been duly established and is validly existing under the laws of its jurisdiction of incorporation or formation, as the case may be, and has, through its trustees, directors, officers or general partner, as the case may be, all requisite power and capacity under its constating documents to carry on its business as now conducted and as presently proposed to be conducted (including in respect of the Acquisition Properties, except that new entities may be created to hold the Acquisition Properties) and to own, lease and operate its properties and assets, including the Assets, and, in the case of the REIT, to execute, deliver and carry out its obligations under the Material Contracts and in respect of the Proposed Acquisition; 6.1.2 each of the REIT Entities has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, environmental legislation, regulations, licences and permits and is licensed, registered or qualified and has all necessary licences and permits in all jurisdictions in which it carries on business to enable its business as now conducted to be carried on and to enable the Assets and the Acquisition Properties (other than any new entities the REIT organizes for purposes of holding any of the Acquisition Properties and any new licenses or permits or registrations or qualifications that may be required by such new entities) to be owned or to be leased and to be operated, except where the failure to be so licensed, registered or qualified would not have a material adverse effect on the REIT, the Assets or the Acquisition Properties, and all such licences, registrations, qualifications and permits are valid and existing and in good standing in all material respects and none of them contains any term, provision, condition or limitation which has a material adverse effect on the Assets or the Acquisition Properties. The REIT is not aware of any legislation, regulation, by law or other lawful requirement currently in force or proposed to be brought into force by any governmental authority with which the REIT will be unable to comply and/or which would materially adversely affect the Assets or the Acquisition Properties, or the REIT’s operations or financial condition; 6.1.3 the REIT has conducted and is conducting i...

Representations and Warranties - General. Each of the representations and warranties of or in respect of the Company contained in Article IV or elsewhere in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, except for representations and warranties which address matters only as of a particular date, which representations and warranties shall be true and correct as of such date, except for failures of representations and warranties to be true and correct as and as of the dates as aforesaid which are not Material. For the purpose of determining the truth and correctness of such representations and warranties, the Updated Company Disclosure Schedules, and any other update or modification to the Original Company Disclosure Schedules made or purported to have been made after the date of this Agreement, shall be disregarded.

Representations and Warranties - General. Each Member represents and warrants to the other Member and the Company as follows:

Representations and Warranties - General. Each of the Parties represents and warrants that the respective statements made by such Party in Sections 4, 5 and 6 are correct and complete as of the date of this Agreement, except as expressly limited by a particular representation or warranty or as set forth in the disclosure schedule accompanying this Agreement (the “Disclosure Schedule”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty (unless the representation or warranty has to do with the existence of the document or other item itself ) and, further, the disclosure of an item in one section of the Disclosure Schedule shall not be deemed a disclosure of such item in any other section of the Disclosure Schedule unless either referred to specifically in such other section or such cross reference can reasonably be inferred when taking into consideration the item being disclosed, the content of such disclosure and the representation and warranty to which such disclosure relates. The Disclosure Schedule will be arranged in sections (and paragraphs) corresponding to the numbered and lettered sections (and paragraphs) of this Agreement. Notwithstanding anything to the contrary contained herein, the disclosure of an exception by one Party shall mean that the disclosing Party has been relieved from its obligations described in Article 10 hereof with respect to such disclosure, unless the Parties specify otherwise in the Disclosure Schedule or in Article 10 hereof.

Representations and Warranties - General. 6.1 The REIT LP and Managing GP, jointly and severally, represent and warrant to the Agents, and acknowledge that each Agent is relying upon such representations and warranties, that: 6.1.1 the REIT LP is a limited partnership duly formed and validly subsisting under the laws of Ontario and has all necessary power and capacity to own, lease and operate its properties and assets, to carry on its business as it is currently conducted and proposed to be conducted, and to enter into and perform its obligations under this Agreement and the other Material Agreements to which it is a party, and each purchaser of Offered Units, upon the amendment of the record of limited partners of the Partnership to reflect the addition of such purchasers as limited partners, shall be a limited partner entitled to the benefit of limited liability under the laws of Ontario; 6.1.2 each of the REIT Entities (other than the REIT LP) is, or at the Closing Time will be, a corporation, limited liability company or partnership, incorporated or created and existing and, in respect of each such corporation, limited liability company or partnership, is, or at the Closing Time will be, subsisting under the laws of its jurisdiction of incorporation or formation, and each such REIT Entity has, or, at the Closing Time, will have, the corporate or equivalent power and authority to carry on its business or activities and to own or lease and to operate its assets and to execute, deliver and carry out its obligations under the Material Agreements to which it is a party; 6.1.3 the REIT LP is, or at the Closing Time will be, the beneficial owner and registered holder of all the outstanding securities of US REIT and is, or at the Closing Time will be, the beneficial owner and registered holder of all of the outstanding common shares and ROC Shares of the US REIT and will have the right to become the indirect and beneficial owner of the Initial Properties pursuant to the terms and conditions of the Acquisition Agreements and there are no conditions set forth in the Acquisition Agreements which will not be satisfied assuming completion of the Offering; 6.1.4 immediately following the Closing Time and the completion of the transactions contemplated in the Prospectus, the ownership structure of the REIT Entities will be as set out in the Prospectus, and, other than as disclosed in the Prospectus, all securities of the REIT Entities (excluding the Offered Units) will be held by their respective holders fr...