REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents and warrants to Buyer as of the date hereof and as of Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorized, executed and delivered by Contributor and constitutes a legal and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy and other laws affecting creditors' rights generally. F. Subject to receipt of Lender Approval, neither the entry into this Agreement, nor the carrying out of the transactions contemplated herein has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement...

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor severally and not jointly represents as follows: (a) As of the date of this Agreement, Contributor is the beneficial or record owner of the Shares and OP Units indicated on the signature page of this Agreement, and Contributor does not beneficially own any securities of the Company other than (i) the Shares and OP Units set forth on the signature page of this Agreement and (ii) any Common Stock beneficially owned under any compensation plan of the Company. Contributor has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by Contributor and constitutes a valid and binding agreement of Contributor enforceable against such Contributor in accordance with its terms. (b) Except for this Agreement or as otherwise permitted by this Agreement, Contributor has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, Contributor has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any person or entity limiting or affecting such Contributor’s legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the performance by Contributor of such Contributor’s agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Contributor is a party or by which Contributor (or any of such Contributor’s assets) is bound.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. In order to induce FWRLP to enter into this Agreement and to issue the Common Units (among other things) in consideration for the Property, Contributor hereby makes the following representations and warranties, each of which is material and shall, together with all covenants, agreements and indemnities set forth in or made pursuant to this Agreement, survive Closing to the extent provided in Section 18(m), notwithstanding any investigation at any time made by or on behalf of FWRLP:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Except as set forth in the disclosure schedule delivered to the Operating Partnership on the date hereof specifically noting any exception to the representations and warranties of Contributor and the particular representation or warranty of Contributor to which any such exception applies, Contributor represents and warrants to the Operating Partnership as set forth below in this Article 2, which representations and warranties are true and correct as of the date hereof and will be true and correct as of the date of Closing. Notwithstanding any other provision of the Agreement or this Exhibit D, Contributor makes representations, warranties and indemnities only with respect to the interests in each of the Partnerships to be transferred by Contributor identified on Exhibit A to the Agreement.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor represents and warrants to and covenants with the Operating Partnership as provided in Exhibit D attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein. Contributor hereby agrees promptly to give the Operating Partnership written notice upon obtaining actual knowledge of any information which makes any representation or warranty made by Contributor hereunder untrue, and in any event to give written notice within five (5) business days of obtaining actual knowledge of such information.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. The Contributor Parties hereby, jointly and severally, represent and warrant to Acquirer as follows:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor represents and warrants to Recipient as follows:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Contributor represents and warrants to the Operating Partnership as set forth below in this Article 2. Unless otherwise noted in this Exhibit G, Contributor makes representations, warranties and indemnities only with respect to the interests in the Participating Entity to be transferred by Contributor identified on Exhibit A to the Contribution Agreement.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. By its execution of this Agreement, the Contributor makes the following representations and warranties. Unless otherwise specified, such representations and warranties speak as of the Closing Date.