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 free and clear of all liens, charges, encumbrances and any other rights of others; 6.1.5 Sunstone Multi-Family Investments Inc, or an affiliate or associate thereof, is, or at the Closing Time will be, the beneficial owner and registered holder of all the outstanding securities in Governing GP; 6.1.6 the beneficial owners and registered holders of all the outstanding partnership units of the Managing GP are as disclosed in the Prospectus; 6.1.7 the Managing GP is, and at the Closing Time will be, the beneficial owner and registered holder of all the outstanding Class B Units; 6.1.8 other than as disclosed in the Prospectus and any Amendment, there is no agreement to which any REIT Entity, the Managing GP or any of its affiliates or associates 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, including the Class B Units; 6.1.9 the Managing GP has, or at the Closing Time, will have, exclusive voting control over the Class B Units; 6.1.10 upon obtaining the NP 11-202 receipt for the Prospectus, the REIT LP will be a reporting issuer or the equivalent not in default under the Securities Laws in the Qualifying Jurisdictions; 6.1.11 each of the REIT Entities has conducted and is conducting its affairs or business as contemplated in the Prospectus in compliance in all material respects with all applicable Laws (including Environmental Laws) and each of the REIT Entities is or will be at the Closing Time licensed, registered or qualified and has or will have at the Closing Time all necessary licences and permits (including Environmental Permits) in all jurisdictions in which it carries on its affairs or business to enable its affairs or business to be conducted as contemplated in the Prospectus, to be carried on and to enable it to own or lease and operate its property and assets, except where the failure to satisfy such a requirement could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole), and all such licences, registrations, qualifications and permits are or at the Closing Time will be valid and existing and in good standing, except where the failure to satisfy such a requirement could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole) and none of them contains or at the Closing Time will contain any term, provision, condition or limitation which has or could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole); 6.1.12 neither the REIT LP nor the Managing GP has Knowledge of any Environmental Laws currently in force or proposed to be brought into force by any Governmental Authority with which any REIT Entity would be unable to comply or for which compliance would result in a material adverse effect on the assets, business, operations or financial condition of the REIT Entities (taken as a whole); 6.1.13 no written notice has been received of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices, non-compliances or violations, investigations or proceedings relating to the actual or alleged breach of any Environmental Law by any of the REIT Entities; 6.1.14 other than as disclosed in the Environmental Reports or in the Prospectus and any Amendment, to the Knowledge of the REIT LP and the Managing GP, there are no facts, events or circumstances that might reasonably be expected to form the basis of a governmental order for clean-up or remediation, investigation, monitoring, demolition, restriction of use or development or other response action, nor is there any action, suit or proceeding by any private party or governmental body or agency, with respect to any of the assets, business, operations or financial condition of the REIT Entities (taken as a whole) or against or affecting any REIT Entity relating to the presence or release of Hazardous Substances and/or the actual or alleged breach of any Environmental Laws; 6.1.15 other than as disclosed in the Environmental Reports or in the Prospectus and any Amendment, to the Knowledge of the REIT LP and the Managing GP, there are no facts, events or circumstances that might reasonably be expected to form the basis of a governmental order for clean-up or remediation, monitoring or other response action, nor is there any action, suit or proceeding by any private party or governmental body or agency, with respect to any of the Initial Properties relating to the presence or release of Hazardous Substances and/or the actual or alleged breach of any Environmental Laws; 6.1.16 except as disclosed in the Environmental Reports or in the Prospectus and any Amendment, no REIT Entity has filed any notice or report pursuant to any Environmental Law or otherwise indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill, release or discharge of Hazardous Substance into the Environment involving any of the Initial Properties other than those which have been fully remediated (or otherwise addressed) in accordance with all applicable Environmental Laws; 6.1.17 except in material compliance with Environmental Laws and except as disclosed in the Environmental Reports, none of the Initial Properties has been used as a waste storage site or a waste disposal site or has been used to operate a waste management system or business; 6.1.18 to the Knowledge of the REIT LP and the Managing GP, other than as disclosed in the Environmental Reports, no REIT Entity has, or at the Closing Time will have, any contingent liability in connection with any spill, discharge or release of any Hazardous Substance on or into the Environment in connection with any of the Initial Properties, except for any such contingent liability disclosed in the financial statements included in the Prospectus or any Amendment, and except in respect of any spill, discharge or release otherwise disclosed in the Prospectus and any Amendment; 6.1.19 except as disclosed in the Prospectus and any Amendment, none of the REIT LP, the Managing GP nor any of its affiliates or associates has any Knowledge 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 Entities will be unable to comply and/or which could reasonably be expected to materially and adversely affect the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole); no written notice has been received by the Managing GP, its affiliates or associates, or any REIT Entity of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, non-compliances or violations, investigations or proceeding relating to the actual or alleged breach of any licences, permits, legislation, regulations, by-laws or other requirements to which any REIT Entity or Initial Property is or will be subject which could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole); 6.1.20 each of the Reports has been commissioned by or on behalf of the Managing GP upon ordinary commercial terms and, in each case, on a basis no less prudent than would be applied by the Managing GP in relation to a purchase of a property by the Managing GP or an affiliate thereof of a kind, at a price and in a location as each of the Initial Properties; 6.1.21 except as described in the Prospectus, no limitations were imposed by the REIT LP or Managing GP (or its affiliates or associates) upon the scope of the review of any of the parties commissioned to prepare the Reports; 6.1.22 none of the REIT LP, the Managing GP or its affiliates or associates have any Knowledge of any material facts that are contrary to any of the assumptions, conclusions or descriptions contained in the Reports; 6.1.23 the forward-looking statements (as such forward-looking statements are described in the Prospectus under the caption "Forward-Looking Statements") included in the Prospectus are based on or derived from sources which each of the REIT LP and the Managing GP believes to be reliable and accurate or represent the REIT LP's and the Managing GP's good faith estimates; 6.1.24 all of the Initial Properties and the buildings constructed thereon will be insured against all loss from damage by hazards or risks normally insured against, with reasonable deductibles; 6.1.25 insurance coverage against such risks and in such amounts as are reasonable for prudent owners of businesses similar to that to be carried on, indirectly, by the REIT LP, has been arranged by the Managing GP with responsible insurers and such coverage will be in full force and effect as of the closing of purchase of the Initial Properties; 6.1.26 except as disclosed in the Prospectus and any Amendment, no REIT Entity is or will be a party to or bound by any contract with or commitment to any trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent (collectively called "labour representatives") and no REIT Entity has or will have conducted negotiations with respect to any such future contracts or commitments, no labour representatives hold bargaining rights with respect to any employees of any REIT Entity, the Managing GP or any affiliate or associate thereof, no strike, lock out or other labour action currently exists or, to the Knowledge of the REIT LP or Managing GP, is contemplated or threatened; 6.1.27 none of the REIT Entities have any employees, except for the not less than six employees employed, or at the Closing Time, to be employed, by the US REIT or REIT Entities which will own the Initial Properties, and there are no Employee Plans in place for any of the REIT Entities or the Initial Properties; 6.1.28 the REIT LP has conducted and is conducting its business and affairs in compliance with the terms and provisions of the REIT LP Agreement; 6.1.29 the Initial Properties and the business conducted thereat are not experiencing any significant difficulties that are operational in nature which could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole); 6.1.30 except as set forth in the Prospectus and any Amendment: (i) all of the Initial Properties, related assets and related business, immediately following the completion of their acquisition will be indirectly owned by the REIT LP by virtue of its ownership of 100% of the issued and outstanding shares in the capital of the US REIT and the US REIT’s ownership of 100% of the interests in any underlying entity which is the registered and beneficial owner of an Initial Property; (ii) there are no and, at the time of acquisition of an Initial Property will not be, any co-ownership or joint venture arrangements in place or options in favour of third parties with respect to any of the Initial Properties or their related assets or business; (iii) registered title to the Initial Properties will be held by separate legal entities all of the interests in which will be 100% owned and controlled by the US REIT and 100% owned and controlled indirectly by the REIT LP by virtue of its ownership of 100% of the issued and outstanding shares of the US REIT, and each of such underlying entities will, immediately following the acquisition of the subject Initial Property, be the sole registered and beneficial owner of the applicable Initial Property; (iv) no such underlying entity will have any liabilities (contingent or otherwise), obligations or business operations other than owning the applicable Initial Property and related mortgages or indebtedness, and such mortgages or indebtedness shall be in the amounts and on the terms described in the Prospectus; (v) immediately following the acquisition of the Initial Properties, the applicable REIT Entities will have good and valid freehold title in fee simple to the Initial Properties, subject only to permitted encumbrances to be disclosed in the Acquisition Agreements or that do not materially and adversely affect the value, use or marketability of the Initial Properties and all mortgages and other security granted by the vendors of the Initial Properties shall have been discharged prior to acquisition of an Initial Property by an applicable REIT Entitiy; and (vi) any and all material agreements pursuant to which any REIT Entity will have the right to acquire any such assets or interests at the Closing Time will be, valid and subsisting agreements in full force and effect, enforceable by the applicable REIT Entity in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws; 6.1.31 the REIT Entities and the Managing GP have, or at the Closing Time will have, sufficient right, title and interest in and
Appears in 1 contract
Sources: Agency Agreement
Representations and Warranties - General. 6.1 The REIT LP represents and Managing GP, jointly and severally, represent and warrant warrants to the AgentsUnderwriters, and acknowledge acknowledges that each Agent Underwriter is relying upon on such representations and warranties, that:
6.1.1 the REIT LP is a limited partnership duly formed and trust validly subsisting existing under the laws of Ontario the Province of Ontario, its trustees have been duly elected or appointed and through its trustees it has all necessary requisite power and capacity to own, lease and operate its properties and assets, authority to carry on its activities and to indirectly own or lease and to indirectly operate its properties, assets and related business as it is currently conducted and proposed to be conductedoperations, and to enter into execute, deliver and perform carry out 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 Ontariohereunder;
6.1.2 each of the REIT Entities (other than the REIT LPREIT) is, is a corporation or at the Closing Time will be, a corporation, limited liability company or partnership, partnership incorporated or created and existing and, in respect of each such corporationcorporation only, limited liability company or partnership, is, or at the Closing Time will be, is validly subsisting under the laws of its jurisdiction of incorporation or formationincorporation, and each such REIT Entity has, or, at the Closing Time, will have, has the corporate or equivalent other 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 partyassets;
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 is consistent in all material respects with that set out in the Preliminary Prospectus, and, other than as disclosed in the Preliminary Prospectus, all securities of the REIT Entities (excluding the Offered UnitsREIT) will be held by their respective holders other REIT Entities are held free and clear of all liens, charges, encumbrances and any other rights of others;
6.1.5 Sunstone Multi-Family Investments Inc, or an affiliate or associate thereof, is, or at the Closing Time will be, the beneficial owner and registered holder of all the outstanding securities in Governing GP;
6.1.6 the beneficial owners and registered holders of all the outstanding partnership units of the Managing GP are as disclosed in the Prospectus;
6.1.7 the Managing GP is, and at the Closing Time will be, the beneficial owner and registered holder of all the outstanding Class B Units;
6.1.8 6.1.4 other than as disclosed set out in the Preliminary Prospectus and any AmendmentSupplementary Material, there is no agreement to which any REIT EntityEntity or, to the Managing GP or Knowledge of the REIT, any of its affiliates or associates other person 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, including ;
6.1.5 the REIT is the beneficial owner of 4,345,900 trust units of NWHP REIT and 7,551,546 Class B limited partnership units of NHP Holdings Limited Partnership Units, each of which Class B limited partnership units is exchangeable into one trust unit of NWHP REIT;
6.1.9 6.1.6 the Managing GP has, or at REIT is (a) the Closing Time, will have, exclusive voting control over the Class B Unitsbeneficial owner (through NWI LP) of 81,659,865 units of Vital Trust;
6.1.10 upon obtaining the NP 11-202 receipt for the Prospectus, 6.1.7 the REIT LP will be is a reporting issuer or the equivalent in each of the Qualifying Jurisdictions and is not in default under the Securities Laws of any such jurisdiction;
6.1.8 the REIT has made all filings required to be made under Securities Laws and the rules and policies of the TSXV. The REIT is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and the rules and policies of the TSXV, there are no filings that have been made on a confidential basis and all of such filings comply in all material respects with the requirements of applicable Securities Laws. None of the public disclosure record documents filed by the REIT under the Securities Laws, including the documents and information incorporated or deemed to be incorporated by reference in the Qualifying JurisdictionsPreliminary Prospectus or the Prospectus, contained a Misrepresentation as at its date of filing;
6.1.9 without limiting the generality of the foregoing, the REIT has, or will, prior to filing the Prospectus, have filed a business acquisition report in respect of each acquisition for which a filing is required under Securities Laws;
6.1.10 no order preventing, ceasing or suspending trading in any securities of the REIT or prohibiting the issue and sale of securities by the REIT has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of the REIT, are pending, contemplated or threatened;
6.1.11 the records and minute books of the REIT made available to legal counsel for the Underwriters in connection with their due diligence investigation of the REIT have been maintained in all material respects in accordance with all applicable Laws and are complete and accurate in all material respects. The financial books and records and accounts of the REIT set out and disclose all material financial transactions of the REIT and such transactions have been accurately recorded in such books and records;
6.1.12 the REIT is and has always had the status of a "mutual fund trust" under the Tax Act and, to the Knowledge of the REIT, no circumstances exist which could jeopardize such status;
6.1.13 the REIT does not have Knowledge of any unpaid Taxes, including realty Taxes, payable by any of the REIT Entities;
6.1.14 the REIT expects to qualify as a "real estate investment trust" for purposes of the Tax Act for its 2014 taxation year and for future years;
6.1.15 the REIT makes monthly cash distributions to REIT unitholders of record on the last business day of each month. Distributions are paid within 15 days following the end of each month. The current indicated monthly cash distribution is $0.0183 (annualized approximately $0.22) per Unit;
6.1.16 the REIT is eligible to file short form prospectuses pursuant to NI 44-101;
6.1.17 to the Knowledge of the REIT, each of the REIT Entities has conducted and is conducting its affairs or business as contemplated in the Preliminary Prospectus in compliance in all material respects with all applicable Laws (including Environmental Laws) and each of the REIT Entities is or will be at the Closing Time licensed, registered or qualified and has or will have at the Closing Time all necessary licences and permits (including Environmental Permits) in all jurisdictions in which it carries on its affairs or business to enable its affairs or business to be conducted in all material respects as contemplated in the Prospectus, Preliminary Prospectus to be carried on and to enable it to own or lease and operate its property and assets, except where the failure to satisfy such a requirement could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole), and all such licences, registrations, qualifications and permits are or at the Closing Time will be valid and existing and in good standing, except where the failure to satisfy such a requirement could not reasonably be expected to have a standing in all material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT Entities (taken as a whole) respects and none of them contains or at the Closing Time will contain any term, provision, condition or limitation which has or could reasonably be expected to have a material adverse effect on the assets, business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects financial condition of the REIT Entities (taken as a whole);
6.1.12 neither 6.1.18 the REIT LP nor the Managing GP has no Knowledge of any Environmental Laws currently in force or proposed to be brought into force by any Governmental Authority with which any REIT Entity would be unable to comply or for which compliance would result in a material adverse effect on the assets, business, operations or financial condition of the REIT Entities (taken as a whole);
6.1.13 6.1.19 no written notice has been received of any pending or threatened or, to the Knowledge of the REIT, threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices, non-compliances or violations, investigations or proceedings relating to the actual or alleged breach of any Environmental Law by any of the REIT Entities;
6.1.14 6.1.20 other than as disclosed in the Environmental Reports or in the Preliminary Prospectus and any AmendmentSupplementary Material, to the Knowledge of the REIT LP and the Managing GP, there are no facts, events or circumstances that might reasonably be expected to form the basis of a governmental order for clean-up or remediation, investigation, monitoring, demolition, restriction of use or development or other response action, nor is there any action, suit or proceeding by any private party or governmental body or agency, with respect to any of the assets, business, operations or financial condition of the REIT Entities (taken as a whole) or against or affecting any REIT Entity relating to the presence or release of Hazardous Substances and/or the actual or alleged breach of any Environmental Laws;
6.1.15 other than as disclosed in the Environmental Reports or in the Prospectus and any Amendment, to the Knowledge of the REIT LP and the Managing GPREIT, there are no facts, events or circumstances that might reasonably be expected to form the basis of a governmental order for clean-up or remediation, monitoring or other response action, nor is there any action, suit or proceeding by any private party or governmental body or agency, with respect to any of the Initial Properties or the German MOB Properties relating to the presence or release of Hazardous Substances and/or the actual or alleged breach of any Environmental Laws;
6.1.16 6.1.21 except as disclosed in the Environmental Reports or in the Preliminary Prospectus and any AmendmentSupplementary Material, no neither a REIT Entity nor, to the REIT's Knowledge, any tenant in any Property or any of the German MOB Properties has filed any notice or report pursuant to any Environmental Law or otherwise indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill, release or discharge of Hazardous Substance into the Environment involving any of the Initial Properties or the German MOB Properties other than those which have been fully remediated (or otherwise addressed) in accordance with all applicable Environmental Laws;
6.1.17 6.1.22 except as disclosed in the Environmental Reports or in the Preliminary Prospectus and any Supplementary Material, to the Knowledge of the REIT, other than in material compliance with Environmental Laws and except as disclosed in the Environmental Reports, none of the Initial Properties or the German MOB Properties has been used as a waste storage site or a waste disposal site or has been used to operate a waste management system or business;
6.1.18 6.1.23 except as disclosed in the Environmental Reports or in the Preliminary Prospectus and any Supplementary Material, to the Knowledge of the REIT LP and the Managing GP, other than as disclosed in the Environmental ReportsREIT, no REIT Entity has, or at the Closing Time will have, has any contingent liability in connection with any spill, discharge or release of any Hazardous Substance on or into the Environment in connection with any of the Initial Properties or the German MOB Properties, except for any such contingent liability disclosed in the financial statements included in the Prospectus or any Amendment, and except in respect of any spill, discharge or release otherwise disclosed in the Prospectus and any Amendment;
6.1.19 except as disclosed in the Prospectus and any Amendment, none of 6.1.24 the REIT LP, the Managing GP nor any of its affiliates or associates has any no Knowledge 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 Entities will be unable to comply and/or which could reasonably be expected to materially and adversely affect the business, financial condition, assets, liabilities (contingent or otherwise), ) or results of operations or prospects of the REIT Entities (taken as a whole); no written notice has been received by the Managing GP, its affiliates or associates, or any REIT Entity of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, non-compliances or violations, investigations or proceeding relating to the actual or alleged breach of any licences, permits, legislation, regulations, by-laws or other requirements to which any REIT Entity or Initial Property is Properties are or will be subject which could reasonably be expected to have a material adverse effect on the assets, business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects financial condition of the REIT Entities (taken as a whole);
6.1.20 each of the Reports has been commissioned by or on behalf of the Managing GP upon ordinary commercial terms and, in each case, on a basis no less prudent than would be applied by the Managing GP in relation to a purchase of a property by the Managing GP or an affiliate thereof of a kind, at a price and in a location as each of the Initial Properties;
6.1.21 except as described in the Prospectus, no limitations were imposed by 6.1.25 the REIT LP or Managing GP (or its affiliates or associates) upon believes it has a reasonable basis for drawing the scope of the review of any of the parties commissioned to prepare the Reports;
6.1.22 none of the REIT LP, the Managing GP or its affiliates or associates have any Knowledge of any material facts that are contrary to any of the assumptions, conclusions or descriptions contained in the Reports;
6.1.23 making the forward-looking statements (as such forward-looking statements are described in the Preliminary Prospectus under the caption "Notice Concerning Forward-Looking Statements") included in the Prospectus are based on or derived from sources which each of the REIT LP and the Managing GP believes to be reliable and accurate or represent the REIT LP's and the Managing GP's good faith estimatesPreliminary Prospectus;
6.1.24 all of the Initial Properties and the buildings constructed thereon will be insured against all loss from damage by hazards or risks normally insured against, with reasonable deductibles;
6.1.25 6.1.26 insurance coverage against such risks and in such amounts as are reasonable for prudent owners of businesses similar to that to be carried on, indirectly, by the REIT LPREIT, has been arranged by the Managing GP with responsible insurers and such that coverage will be in full force and effect as of the closing of purchase Closing Time; none of the Initial PropertiesREIT Entities is in default with respect to any of the provisions contained in policies of insurance of the REIT or in respect of the Properties or has failed to give any notice or pay any premium or present any claim under any such insurance policy that could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of the REIT Entities (taken as a whole);
6.1.26 except as disclosed in the Prospectus and any Amendment, 6.1.27 no REIT Entity is or will be immediately following the Closing Time a party to or bound by any contract with or commitment to any trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent (collectively called "labour representatives") and no REIT Entity has or will have immediately following the Closing Time conducted negotiations with respect to any such future contracts or commitments, no labour representatives hold bargaining rights with respect to any employees of any REIT Entity, the Managing GP or any affiliate or associate thereof, no strike, lock out or other labour action currently exists or, to the Knowledge of the REIT LP or Managing GPREIT, is contemplated or threatened;
6.1.27 none 6.1.28 each of the REIT Entities have any employees, except for the not less than six employees employed, or at the Closing Time, to be employed, by the US REIT or REIT Entities which will own the Initial Properties, and there are no Employee Plans in place for any of the REIT Entities or the Initial Properties;
6.1.28 the REIT LP has conducted and is conducting its business and affairs in compliance with the all Laws respecting employment and employment practices, terms and provisions conditions of the REIT LP Agreement;
6.1.29 the Initial Properties employment, pay equity and the business conducted thereat are wages, except where such non-compliance could not experiencing any significant difficulties that are operational in nature which could reasonably be expected to have a material adverse effect on the assets, business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects financial condition of the REIT Entities (taken as a whole);
6.1.29 the REIT has conducted and is conducting its business and affairs in compliance in all material respects with the terms and provisions of the Declaration of Trust;
6.1.30 except as set forth in the Preliminary Prospectus and any Amendment: Supplementary Material (i) all of the Initial PropertiesProperties are beneficially owned 100%, related assets and related businessindirectly, immediately following the completion of their acquisition will be indirectly owned by the REIT LP by virtue of its ownership of 100% of the issued and outstanding shares in the capital of the US REIT and the US REIT’s ownership of 100% of the interests in any underlying entity which is the registered and beneficial owner of an Initial Property; (ii) there are no and, at the time of acquisition of an Initial Property will not be, any co-ownership or joint venture arrangements in place or options in favour of third parties with respect to any of the Initial Properties or their related assets or business; (iii) registered title to the Initial Properties will be held by separate legal entities all of the interests in which will be 100% owned and controlled by the US REIT and 100% owned and controlled indirectly by the REIT LP by virtue of its ownership of 100% of the issued and outstanding shares of the US REIT, and each of such underlying entities will, immediately following the acquisition of the subject Initial Property, be the sole registered and beneficial owner of the applicable Initial Property; (iv) no such underlying entity will have any liabilities (contingent or otherwise), obligations or business operations other than owning the applicable Initial Property and related mortgages or indebtedness, and such mortgages or indebtedness shall be in the amounts and on the terms described in the Prospectus; (v) immediately following the acquisition of the Initial Properties, the applicable REIT Entities will have good and valid freehold title in fee simple to the Initial Properties, subject only to permitted encumbrances to be disclosed in the Acquisition Agreements or that do not materially and adversely affect the value, use or marketability of the Initial Properties and all mortgages and other security granted by the vendors of the Initial Properties shall have been discharged prior to acquisition of an Initial Property by an applicable REIT Entitiy; and (viiii) any and all material agreements (including the Material Agreements and the German MOB Acquisition Agreements) pursuant to which any REIT Entity will have the right to acquire has acquired and holds any such assets or interests at the Closing Time will be, Properties are valid and subsisting agreements in full force and effect, enforceable by the applicable REIT Entity in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws;
6.1.31 the REIT Entities and the Managing GP have, or at the Closing Time will have, have sufficient right, title and interest in andand to all assets necessary to carry out their activities as described in the Preliminary Prospectus and any Supplementary Material and to comply in all material respects with the Material Agreements and the German MOB Acquisition Agreements to which they are a party except where such failure could not reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of the REIT Entities (taken as a whole);
6.1.32 the REIT anticipates that it will complete the German MOB Acquisition in the manner contemplated by the Preliminary Prospectus;
6.1.33 all property condition assessment reports and Appraisals that are available to the REIT relating to the German MOB Acquisition have been delivered to the Underwriters;
6.1.34 to the Knowledge of the REIT, each of the German MOB Properties is in a satisfactory state of repair as at the date hereof, reasonable wear and tear excepted;
6.1.35 to the Knowledge of the REIT, the tenants of each of the German MOB Properties are in satisfactory financial condition and the REIT does not have any reason to believe such tenants will not be able to meet their obligations under their respective leases;
6.1.36 each of the Material Agreements described in the Preliminary Prospectus conforms with the description thereof in the Preliminary Prospectus in all material respects;
6.1.37 none of the REIT Entities is in default or in breach of the Material Agreements or the German MOB Acquisition Agreements except where such default or breach would not have a material adverse effect on the assets, business, operations or financial condition of the REIT Entities (taken as a whole), and the execution and delivery of this Agreement by the REIT, the performance and compliance with the terms of this Agreement and the issue and sale of the Units, will not result in any breach of, or be in conflict with or constitute a default under, any term or provision of the Declaration of Trust, any resolution of the trustees (or any sub-committee thereof) or unitholders of the REIT, or any material mortgage, note, indenture, contract, agreement, written or oral, instrument, lease or other document to which any of the REIT Entities is a party (including the Material Agreements and the German MOB Acquisition Agreements) or by which any of the REIT Entities or their property is bound or any judgment, decree, order, statute, rule or regulation applicable to any of the REIT Entities;
6.1.38 any and all material agreements (including the Material Agreements and the German MOB Acquisition Agreements) pursuant to which the REIT Entities carry on, directly or indirectly, their business are valid and subsisting agreements in full force and effect, enforceable against the relevant REIT Entities in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws, and the Properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, except where the failure to be in good standing would not have a material a
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Sources: Underwriting Agreement