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 for its own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Securities Act or pursuant to a exemption therefrom; and the Preference Units may not be sold, assigned or otherwise transferred except in compliance with the Agreement of Limited Partnership and this Agreement. Each Contributor hereby acknowledges receipt of a copy of the Agreement of Limited Partnership and represents that it has reviewed same and understands the provisions thereof which have a bearing on the representations made in this PARAGRAPH 7(C). Contributors hereby further acknowledge that each certificate representing Preference Units and Preferred Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P. HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EXECUTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." (d) Contributors have no contract, understanding, agreement or arrangement with any person or entity to sell, transfer or grant a participation to such person or entity or any other person or entity, with respect to any or all of the Preference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor. (e) Each Contributor is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and each Contributor is able to bear the economic risk of such ownership. (f) No Contributor is an employee benefit plan subject to ERISA or Section 4975 of the Code. (g) In making this investment, each Contributor is relying upon the advice of its own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership.
Appears in 1 contract
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 Contributors are duly organized and validly existing under the laws of the state of its their organization and has have 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 Contributorherein. Assuming the due execution and delivery hereof by Company and Operating Partnership, this This Agreement is a valid and binding obligation of such ContributorContributors, enforceable against such Contributor Contributors 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 hereby 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 Contributors 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 ContributorContributors.
(c) Contributors acknowledges acknowledge 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 for its their own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Securities Act or pursuant to a an exemption therefrom; and the Preference Units may not be sold, assigned or otherwise transferred except in compliance with the Agreement of Limited Partnership and this AgreementPartnership. Each Contributor Contributors hereby acknowledges acknowledge receipt of a copy of the Agreement of Limited Partnership Partnership, as amended to the date hereof, and represents that it has reviewed same and understands the provisions thereof which have a bearing on the representations made in this PARAGRAPH 7(CParagraph 7(c). Contributors hereby further acknowledge that each certificate representing Preference Units and Preferred Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P. HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EXECUTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS."
(d) Contributors have no contract, understanding, agreement or arrangement with any person or entity to sell, transfer or grant a participation to such person or entity or any other person or entity, with respect to any or all of the Preference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor.
(e) Each Contributor of the Contributors is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and each Contributor is Contributors are able to bear the economic risk of such ownershipownership and understands that an investment in Preference Units involves substantial risks.
(f) No part of the funds to be used by Contributor is an to purchase the Preference Units constitutes "plan assets", as defined in Department of Labor Regulation Section 2510.3-101 (29 C.F.R. 2510.3-101), of any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or individual retirement account or plan which is subject to ERISA or Section 4975 of the CodeCode (collectively, a "Benefit Plan") or of any account or entity whose underlying assets constitute "plan assets" of a Benefit Plan by reason of the Benefit Plan's investment in the account or entity.
(g) In making this investment, each Contributor is Contributors are relying upon the advice of its their own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership.
(h) There has been made available to Contributors and its respective advisors the opportunity to ask questions of, and receive answers from, Operating Partnership and Company concerning the terms and conditions of the investment in the Preference Units, and to obtain Company's Registration Statements filed with the Securities and Exchange Commission on Form S-11 and S-3, the Agreement of Limited Partnership, and any additional information, to the extent that any of them possess such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to it, or to otherwise make an informed investment decision, and that Contributors have had an opportunity to consult with counsel and other advisers about the investment in the Preference Units, and that all material documents, records and books pertaining to such investment have, on request, been made available to Contributors and their respective advisors. Contributors have reviewed Company's Registration Statement, referenced above, and any other documents filed by Company since January 1, 1997 in accordance with the requirements of the Securities Act of 1934, including any business plans or strategies of Company or of Operation Partnership set forth therein.
(i) None of Contributors or any of their advisors, including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., is aware of or has engaged in any form of general solicitation or advertising with respect to sales of the Preference Units, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; and (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.
(j) Contributors shall accept an interest in global certificates representing the Preference Units with the following legends appearing thereon: THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR OTHER EVIDENCE SATISFACTORY TO THE OPERATING PARTNERSHIP THAT SUCH TRANSFER, SALE ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER.
(k) For such time as a Contributor holds an interest in the Operating Partnership, such Contributor will be treated for Federal income tax purposes as either a real estate investment trust or a C corporation (and not an S corporation or a division of another corporation, unless such other corporation complies with such covenant and agreement). Contributors hereby expressly permit ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, as counsel to Company, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as counsel to Company and Operating Partnership, to rely upon representations and warranties set forth above as if such representations and warranties were made by Contributors directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Contribution Agreement (National Golf Properties Inc)
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 Contributors are duly organized and validly existing under the laws of the state of its their organization and has have 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 Contributorhereby. Assuming the due execution and delivery hereof by Company and Operating Partnership, this This Agreement is a valid and binding obligation of such ContributorContributors, enforceable against such Contributor Contributors in accordance with its terms, except insofar as 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 hereby 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 Contributors or (ii) any agreement, order, judgementjudgment, decree, arbitration award, statute, regulation or instrument to which either a 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 ContributorContributors.
(c) Contributors acknowledges acknowledge 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 for its their own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Securities Act or pursuant to a an exemption therefrom; and the Preference Units may not be sold, assigned or otherwise transferred except in compliance with the Agreement of Limited Partnership and this AgreementPartnership. Each Contributor Contributors hereby acknowledges acknowledge receipt of a copy of the Agreement of Limited Partnership and represents represent that it has they have reviewed the same and understands the provisions thereof which have a bearing on the representations made in this PARAGRAPH 7(CParagraph 7(c). Contributors hereby further acknowledge that each certificate representing Preference Units and Preferred Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P. HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EXECUTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS."
(d) Contributors have no contract, understanding, agreement or arrangement with any person or entity to sell, transfer or grant a participation to such person or entity or any other person or entity, with respect to any or all of the Preference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor.
(e) Each Contributor of Contributors is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and each Contributor of the Contributors is able to bear the economic risk of such ownership.
(f) No part of the funds to be used by Contributors to purchase the Preference Units constitutes "plan assets", as defined in Department of Labor Regulation Section 2510.3-101 (29 C.F.R. 2510.3-101), of any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or individual retirement account or plan which is subject to Section 4975 of the Code (collectively, a "Benefit Plan") or of any account or entity whose underlying assets constitute "plan assets" of a Benefit Plan by reason of the Benefit Plan's investment in the account or entity. Neither Contributor is an employee benefit plan subject to ERISA or Section 4975 of the Code.
(g) In making this investment, each Contributor is Contributors are relying upon the advice of its their own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership.
(h) There has been made available to Contributors and their respective advisors the opportunity to ask questions of, and receive answers from, Operating Partnership and Company concerning the terms and conditions of the investment in the Preference Units, and to obtain Company's Registration Statement filed with the Securities and Exchange Commission on Form S-11, the Agreement of Limited Partnership, and any additional information, to the extent that any of them possess such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to it, or to otherwise make an informed investment decision, and that Contributors have had an opportunity to consult with counsel and other advisers about the investment in the Preference Units, and that all material documents, records and books pertaining to such investment have, on request, been made available to Contributors and their respective advisors.
(i) None of Contributors or any of their advisors, including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., is aware of or has engaged in any form of general solicitation or advertising with respect to sales of the Preference Units, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; and (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.
(j) (A)
(1) None of the interest holders of Belcrest Capital Fund, LLC ("Belcrest Fund"), the owner of all of the issued and outstanding common stock of Belcrest, owns more than 9% of the outstanding interests of Belcrest Fund and (2) no interest holder of Belcrest (other than Belcrest Fund) owns more than 9% of the outstanding interests in Belcrest and (B)(1) none of the interest holders of Belair Capital Fund, LLC ("Belair Fund"), the owner of all of the issued and outstanding common stock of Belair, owns more than 9% of the outstanding interests of Belair Fund and (2) no interest holder of Belair (other than Belair Fund) owns more than 9% of the outstanding interests in Belair.
(k) Contributors own no other interests in the Operating Partnership or the Company, other than the Series B Preferred Units (as such terms defined in the Agreement of Limited Partnership) and the Series C Preferred Units.
(l) None of Contributors nor any affiliate of Contributors is a tenant of the Company, Operating Partnership or any affiliate thereof.
(m) Each Contributor has elected or will elect to be treated as a REIT for federal income tax purposes.
(n) Contributors agree to cooperate with the Company if the Company requests information from Contributors regarding the number of shares of the Company or interests in the Operating Partnership owned by Contributors and their affiliates in the future. Contributors hereby expressly permit Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., as counsel to Company and Operating Partnership, to rely upon the representations and warranties set forth above as if such representations and warranties were made by Contributors directly to Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P.
Appears in 1 contract
Sources: Contribution Agreement (Prentiss Properties Trust/Md)
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 Contributors are duly organized and validly existing under the laws of the state of its their organization and has have 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 Contributorhereby. Assuming the due execution and delivery hereof by Company and Operating Partnership, this This Agreement is a valid and binding obligation of such ContributorContributors, enforceable against such Contributor Contributors in accordance with its terms, except insofar as 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 hereby 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 Contributors or (ii) any agreement, order, judgementjudgment, 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 Person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by either ContributorContributors.
(c) Contributors acknowledges acknowledge 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 for its their own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred SharesUnits, and Contributors acknowledge that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Securities Act or pursuant to a an exemption therefrom; and the Preference Units may not be sold, assigned or otherwise transferred except in compliance with the Agreement of Limited Partnership and this AgreementPartnership. Each Contributor Contributors hereby acknowledges acknowledge receipt of a copy of the Agreement of Limited Partnership Partnership, as amended through the date hereof, and represents represent that it has they have reviewed same and understands understand the provisions thereof which have a bearing on the representations made in this PARAGRAPH 7(C). Contributors hereby further acknowledge that each certificate representing Preference Units and Preferred Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P. HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CAMDEN PROPERTY TRUST AND CAMDEN OPERATING, L.P., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EXECUTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS."
(d) Contributors have no contract, understanding, agreement or arrangement with any person or entity Person to sell, transfer or grant a participation to such person or entity Person or any other person or entityPerson, with respect to any or all of the Preference Units it they will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange thereforhereof.
(e) Each Contributor is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and each Contributor is Contributors are able to bear the economic risk of such ownershipownership and understands that an investment in Preference Units involves substantial risks.
(f) No Neither Contributor is an employee benefit plan subject to ERISA or Section 4975 of the Code.
(g) In making this investment, each Contributor is Contributors are relying upon the advice of its their own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership.
(h) There is no action, suit, proceeding or, to Contributors' knowledge, currently threatened against Contributors that questions the validity of this Agreement or the right of Contributors to enter into this Agreement or to consummate the transactions contemplated hereby.
(i) For such time as a Contributor holds an interest in the Operating Partnership, such Contributor will be treated for federal income tax purposes as either a real estate investment trust or a C corporation (and not as an S corporation or a division of another corporation, unless such other corporation complies with this covenant and agreement).
(j) There has been made available to Contributors and their respective advisors the opportunity to ask questions of, and receive answers from, the Operating Partnership and the Company concerning the terms and conditions of the investment in the Preference Units and any other matters pertaining to the Operating Partnership and/or the Company. Contributors have had an opportunity to consult with counsel and other advisors about the investment in the Preference Units and all material documents, records and books pertaining to such investment have, upon request, been made available to Contributors and their respective advisors. Contributors hereby expressly permit JAFFE, RAITT, HEUER & WEIS▇, ▇.C., as counsel to the Operating Partnership and the Company, to rely upon the representations and warranties set forth above as if such representations and warranties were made by Contributors directly to JAFFE, RAITT, HEUER & WEIS▇, ▇.C.
Appears in 1 contract