REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS Clause Samples

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants to Mammoth only as to itself as of the Effective Date and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to another date, in which case such representation or warranty shall be as of such date) as follows:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Except as set forth in the Disclosure Schedule or the Prospectus, each Contributor severally, and not jointly, represents and warrants to the Operating Partnership and the Company as set forth below in this Article 2 solely with respect to any Partnership Interest, Property or Entity, directly or indirectly contributed to the Operating Partnership by such Contributor or to another Contributor owned directly, or indirectly by the same real estate fund, which representations and warranties are true and correct as of the date hereof and will (except to the extent expressly relating to a specified date) be true and correct as of the Pre-Closing Date:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. In order to induce FWRLP to enter into this Agreement and to issue the Units in consideration for the Partnership Interests, each Contributor for such Contributor only and for no other Contributor makes the following representations and warranties, each of which is material and shall survive Closing without limitation, notwithstanding any investigation at any time made by or on behalf of FWRLP:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Contributors make the following representations and warranties to Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date of the Closing: (a) Each Contributor is duly organized and validly existing under the laws of the state of its organization and has been duly authorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated herein and the individuals executing this Agreement on behalf of such Contributor have been duly authorized by all necessary and appropriate action on behalf of such Contributor. Assuming the due execution and delivery hereof by Company and Operating Partnership, this Agreement is a valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except insofar enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy. (b) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the Governing Documents of either Contributor or (ii) any agreement, order, judgement, decree, arbitration award, statute, regulation or instrument to which either Contributor is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by either Contributor. (c) Contributors acknowledges that the Preference Units have not been and will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Regulation D of the Securities Act and similar state law exceptions. The Preference Units to be received by Contributors hereunder and any Preferred Shares acquired in exchange therefor shall be held by Contributors for investment purposes only fo...

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants to Acquiror, jointly and severally, as of the date of this Agreement and as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS i. In order to induce MCRLP and ▇▇▇▇-▇▇▇▇ to perform as required hereunder, Contributors hereby warrant and represent jointly and severally to MCRLP and ▇▇▇▇-▇▇▇▇, the following with respect to the Property and Contributors' Interests: (1) Owner is a duly organized and validly existing entity, organized and in good standing under the laws of the state of its formation, as more particularly set forth in Exhibit A hereto, is duly authorized to transact business in the State of Colorado, has all requisite power and authority to consent to the execution and delivery of this Agreement and all other documents and instruments to be executed and delivered by it hereunder, and to perform its obligations hereunder and under such other documents and instruments in order to cause the contribution and conveyance of Contributors' Interests in accordance with the terms and conditions hereof. All necessary actions of Owner and Contributors, and the members of each, to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on their behalf have been taken. (2) Owner has the power and authority to own the Property and to conduct and transact its limited liability company business. (3) This Agreement, when duly executed and delivered, will be the legal, valid and binding obligation of each Contributor, enforceable in accordance with the terms of this Agreement. The performance by each Contributor of its duties and obligations under this Agreement and the documents and instruments to be executed and delivered by it hereunder will not conflict with, or result in a breach of, or default under, any provision of any of the organizational documents of such Contributors or Owner or any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or regulations, or any determination or award of any court or arbitrator to which such Contributors or Owner is a party or by which its assets are or may be bound. (4) Annexed hereto as Schedule 5.1 (d) is a true, complete and correct schedule of all of the Leases. The Leases are valid and bona fide obligations of the landlord and Tenants thereunder and are in full force and effect. To the best of Contributors' knowledge, no defaults exist thereunder and no condition exists which, with the passage of time or the giving of notice or both, will become a default; the Leases constitute all of the leases, tenancies or occupancies affecting the Re...

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. As of (x) the Execution Date and the First Closing Date, each Holdings Contributor severally, but not jointly, and solely as to itself, represents and warrants to BCE Aggregator in connection with the First Contribution, (y) the Execution Date and the Second Closing Date, each Partnership Contributor severally, but not jointly, and solely as to itself, represents and warrants to the Partnership in connection with the Second Contribution and (z) the IPO Closing Date in respect of the transactions set forth in Section 2.06, each Partnership Contributor severally, but not jointly, and solely as to itself, represents and warrants, to the extent applicable, to the Partnership in connection with the repurchase pursuant to Section 2.06, as follows (in each case except with respect to those representations and warranties that are expressly made as of a specific date, which representations and warranties are made only as of such specific date):

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Each Contributor hereby represents and warrants, severally (solely with respect to such Contributor) and not jointly, to ETP, that, except as set forth in the Schedules (as amended or supplemented pursuant to Section 11.6), as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, each Contributor, severally and not jointly, represents and warrants to Beneficiary that the statements contained in this Article III are true and correct as of the date hereof with respect to such Contributor: