Common use of REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS Clause in Contracts

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 Real Property on the date hereof; all Tenants have commenced occupancy; there are no agreements (other than the Leases) which confer upon any Tenant or any other person or entity any rights with respect to the Property, nor is any Tenant entitled now or in the future to any concession, rebate, offset, allowance or free rent for any period, nor has any such 113 claim been asserted by any Tenant. Contributors shall, at their sole cost and expense, obtain a certificate of occupancy for RxKinetix promptly after the Closing. (5) Annexed hereto as Schedule 5.1(e) (the "Rent Roll") is a listing of the following, which is true, complete and correct in all respects for the Building: (i) the name of each Tenant; (ii) the fixed rent actually being collected; (iii) the expiration date or status of each Lease (including all rights or options to renew); (iv) the Security Deposit, if any; (v) whether there is any guaranty of a Tenant's obligations from a third party, and if so the nature of said guaranty; (vi) any written notices given by any Tenant of an intention to vacate space in the future; (vii) the base year(s) and base year amounts for all items of rent or additional rent billed to each Tenant on that basis; and (viii) any arrearages of any Tenant beyond thirty (30) days. (6) To the knowledge of Contributors, Owner has performed all of the obligations and observed all of the covenants required of it as landlord under the terms of the Leases. Except as set forth on Schedule 5.1(f) annexed hereto, all work, alterations, improvements or installations required to be made for or on behalf of all Tenants under the Leases have in all respects been carried out, performed and complied with, and there is no agreement with any Tenant for the performance of any work to be done in the future, and no continuing obligations or liabilities by Owner, as landlord under the Leases. To the knowledge of Owner and Contributors, except as set forth on Schedule 5.1(f), no work has been performed at any Building which would require an amendment to the certificate of occupancy for such Building for which an amendment has not been obtained, and any and all work performed at the Real Property to the date hereof and to the Closing Date has been and will be in accordance with the rules, laws and regulations of all applicable authorities. All bills and claims for labor performed and materials furnished to or for the benefit of the Property arising prior to the Closing Date will be paid in full by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. (7) There are no service contracts, union contracts, employment agreements or other agreements affecting the Property or the operation thereof, except the Service Contracts and other contracts and agreements set forth on Schedule 5.1(g) annexed hereto. All of the Service Contracts are and will on the Closing Date be unmodified and in full force and effect without any material default or claim of material default by any of the parties thereto. All sums presently due and payable by Owner under the Service Contracts have been fully paid and all sums which become due and payable between the date hereof and the Closing Date shall be fully paid by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. All of the Service Contracts may be terminated on not more than sixty (60) days notice without the payment of any fee or penalty, and the representation contained in this sentence is not subject to being modified by the limitations of Section 5.5. There are no employees of Owner, or any affiliate thereof, working at or in connection with the Real Property pursuant to any of the Service Contracts, other contracts and/or employment agreements except as set forth on Schedule 5.1(g). (8) Except as set forth on Schedule 5.1(h) annexed hereto, there are no actions, suits, labor disputes, litigation or proceedings currently pending or, to the knowledge of Owner or Contributors, threatened against or related to Owner or any of the any of the Contributors or all or any part of the Property or Owner, the environmental condition thereof, or the operation thereof. (9) Except as set forth on Schedule 5.1(i) annexed hereto, neither Owner nor any of the Contributors has received written notice of and neither has any knowledge of (i) any pending or contemplated annexation or condemnation proceedings, or private purchase in lieu thereof, affecting or which may affect the Real Property or any part thereof, (ii) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Real Property, (iii) any proposed or pending special assessments affecting the Real Property or any portion thereof, (iv) any penalties or interest due with respect to real estate taxes assessed against the Real Property, or (v) any proposed changes in any road or grades with respect to the roads providing a means of ingress and egress to the Real Property. Contributors agree to furnish MCRLP with a copy of any such notice received within two (2) business days after receipt. (10) Contributors have provided MCRLP with all reports in the possession of Owner, Contributors, its counsel or consultants, or under their control, related to the physical condition of the Real Property. (11) Except as set forth on Schedule 5.1(k) annexed hereto, Contributors have no knowledge of any notices, suits, or judgments relating to any violations (including environmental) of any laws, ordinances or regulations affecting the Real Property, or any violations or conditions that may give rise thereto, and have no reason to believe that any agency, board, bureau, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision thereof, having, asserting or acquiring jurisdiction over all or any part of the Real Property or the management, operation, use or improvement thereof (collectively, the "Governmental Authorities" or "Governmental Authority" as the context requires) contemplates the issuance thereof, and there are no outstanding orders, judgments, injunctions, decrees or writ of any Governmental Authorities against or involving Owner, any of the Contributors or the Real Property. For purposes of this Agreement, the term "Governmental Authority" shall also include the Internal Revenue Service and any other federal, state, local or foreign taxing authority.

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 PDPII 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 PDPII 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 PDPII 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 PDPII 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 PDPII 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 Real Property on the date hereof; all Tenants have commenced occupancy; there are no agreements (other than the Leases) which confer upon any Tenant or any other person or entity any rights with respect to the Property, nor is any Tenant entitled now or in the future to any concession, rebate, offset, allowance or free rent for any period, nor has any such 113 claim been asserted by any Tenant. Contributors shall, at their sole cost and expense, obtain a certificate of occupancy for RxKinetix promptly after the Closing. (5) Annexed hereto as Schedule 5.1(e) (the "Rent Roll") is a listing of the following, which is true, complete and correct in all respects for the Building: (i) the name of each Tenant; (ii) the fixed rent actually being collected; (iii) the expiration date or status of each Lease (including all rights or options to renew); (iv) the Security Deposit, if any; (v) whether there is any guaranty of a Tenant's obligations from a third party, and if so the nature of said guaranty; (vi) any written notices given by any Tenant of an intention to vacate space in the future; (vii) the base year(s) and base year amounts for all items of rent or additional rent billed to each Tenant on that basis; and (viii) any arrearages of any Tenant beyond thirty (30) days. (6) To the knowledge of Contributors, Owner has performed all of the obligations and observed all of the covenants required of it as landlord under the terms of the Leases. Except as set forth on Schedule 5.1(f) annexed hereto, all work, alterations, improvements or installations required to be made for or on behalf of all Tenants under the Leases have in all respects been carried out, performed and complied with, and there is no agreement with any Tenant for the performance of any work to be done in the future, and no continuing obligations or liabilities by Owner, as landlord under the Leases. To the knowledge of Owner and Contributors, except as set forth on Schedule 5.1(f), no work has been performed at any Building which would require an amendment to the certificate of occupancy for such Building for which an amendment has not been obtained, and any and all work performed at the Real Property to the date hereof and to the Closing Date has been and will be in accordance with the rules, laws and regulations of all applicable authorities. All bills and claims for labor performed and materials furnished to or for the benefit of the Property arising prior to the Closing Date will be paid in full by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. (7) There are no service contracts, union contracts, employment agreements or other agreements affecting the Property or the operation thereof, except the Service Contracts and other contracts and agreements set forth on Schedule 5.1(g) annexed hereto. All of the Service Contracts are and will on the Closing Date be unmodified and in full force and effect without any material default or claim of material default by any of the parties thereto. All sums presently due and payable by Owner under the Service Contracts have been fully paid and all sums which become due and payable between the date hereof and the Closing Date shall be fully paid by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. All of the Service Contracts may be terminated on not more than sixty (60) days notice without the payment of any fee or penalty, and the representation contained in this sentence is not subject to being modified by the limitations of Section 5.5. There are no employees of Owner, or any affiliate thereof, working at or in connection with the Real Property pursuant to any of the Service Contracts, other contracts and/or employment agreements except as set forth on Schedule 5.1(g). (8) Except as set forth on Schedule 5.1(h) annexed hereto, there are no actions, suits, labor disputes, litigation or proceedings currently pending or, to the knowledge of Owner or Contributors, threatened against or related to Owner or any of the any of the Contributors or all or any part of the Property or Owner, the environmental condition thereof, or the operation thereof. (9) Except as set forth on Schedule 5.1(i) annexed hereto, neither Owner nor any of the Contributors has received written notice of and neither has any knowledge of (i) any pending or contemplated annexation or condemnation proceedings, or private purchase in lieu thereof, affecting or which may affect the Real Property or any part thereof, (ii) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Real Property, (iii) any proposed or pending special assessments affecting the Real Property or any portion thereof, (iv) any penalties or interest due with respect to real estate taxes assessed against the Real Property, or (v) any proposed changes in any road or grades with respect to the roads providing a means of ingress and egress to the Real Property. Contributors agree to furnish MCRLP with a copy of any such notice received within two (2) business days after receipt. (10) Contributors have provided MCRLP with all reports in the possession of Owner, Contributors, its counsel or consultants, or under their control, related to the physical condition of the Real Property. (11) Except as set forth on Schedule 5.1(k) annexed hereto, Contributors have no knowledge of any notices, suits, or judgments relating to any violations (including environmental) of any laws, ordinances or regulations affecting the Real Property, or any violations or conditions that may give rise thereto, and have no reason to believe that any agency, board, bureau, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision thereof, having, asserting or acquiring jurisdiction over all or any part of the Real Property or the management, operation, use or improvement thereof (collectively, the "Governmental Authorities" or "Governmental Authority" as the context requires) contemplates the issuance thereof, and there are no outstanding orders, judgments, injunctions, decrees or writ of any Governmental Authorities against or involving Owner, any of the Contributors or the Real Property. For purposes of this Agreement, the term "Governmental Authority" shall also include the Internal Revenue Service and any other federal, state, local or foreign taxing authority.;

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 Real Property on the date hereof; all Tenants have commenced occupancy; there are no agreements (other than the Leases) which confer upon any Tenant or any other person or entity any rights with respect to the Property, nor is any Tenant entitled now or in the future to any concession, rebate, offset, allowance or free rent for any period, nor has any such 113 claim been asserted by any Tenant. Contributors shall, at their sole cost and expense, obtain a certificate of occupancy for RxKinetix promptly after the Closing.158 (5) Annexed hereto as Schedule 5.1(e) (the "Rent Roll") is a listing of the following, which is true, complete and correct in all respects for the Building: (i) the name of each Tenant; (ii) the fixed rent actually being collected; (iii) the expiration date or status of each Lease (including all rights or options to renew); (iv) the Security Deposit, if any; (v) whether there is any guaranty of a Tenant's obligations from a third party, and if so the nature of said guaranty; (vi) any written notices given by any Tenant of an intention to vacate space in the future; (vii) the base year(s) and base year amounts for all items of rent or additional rent billed to each Tenant on that basis; and (viii) any arrearages of any Tenant beyond thirty (30) days. (6) To the knowledge of Contributors, Owner has performed all of the obligations and observed all of the covenants required of it as landlord under the terms of the Leases. Except as set forth on Schedule 5.1(f) annexed hereto, all work, alterations, improvements or installations required to be made for or on behalf of all Tenants under the Leases have in all respects been carried out, performed and complied with, and there is no agreement with any Tenant for the performance of any work to be done in the future, and no continuing obligations or liabilities by Owner, as landlord under the Leases. To the knowledge of Owner and Contributors, except as set forth on Schedule 5.1(f), no work has been performed at any Building which would require an amendment to the certificate of occupancy for such Building for which an amendment has not been obtained, and any and all work performed at the Real Property to the date hereof and to the Closing Date has been and will be in accordance with the rules, laws and regulations of all applicable authorities. All bills and claims for labor performed and materials furnished to or for the benefit of the Property arising prior to the Closing Date will be paid in full by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. (7) There are no service contracts, union contracts, employment agreements or other agreements affecting the Property or the operation thereof, except the Service Contracts and other contracts and agreements set forth on Schedule 5.1(g) annexed hereto. All of the Service Contracts are and will on the Closing Date be unmodified and in full force and effect without any material default or claim of material default by any of the parties thereto. All sums presently due and payable by Owner under the Service Contracts have been fully paid and all sums which become due and payable between the date hereof and the Closing Date shall be fully paid by Owner within customary time periods, not to exceed forty-five (45) days from the receipt of an invoice by Owner. All of the Service Contracts may be terminated on not more than sixty (60) days notice without the payment of any fee or penalty, and the representation contained in this sentence is not subject to being modified by the limitations of Section 5.5. There are no employees of Owner, or any affiliate thereof, working at or in connection with the Real Property pursuant to any of the Service Contracts, other contracts and/or employment agreements except as set forth on Schedule 5.1(g). (8) Except as set forth on Schedule 5.1(h) annexed hereto, there are no actions, suits, labor disputes, litigation or proceedings currently pending or, to the 159 knowledge of Owner or Contributors, threatened against or related to Owner or any of the any of the Contributors or all or any part of the Property or Owner, the environmental condition thereof, or the operation thereof. (9) Except as set forth on Schedule 5.1(i) annexed hereto, neither Owner nor any of the Contributors has received written notice of and neither has any knowledge of (i) any pending or contemplated annexation or condemnation proceedings, or private purchase in lieu thereof, affecting or 160 which may affect the Real Property or any part thereof, (ii) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Real Property, (iii) any proposed or pending special assessments affecting the Real Property or any portion thereof, (iv) any penalties or interest due with respect to real estate taxes assessed against the Real Property, or (v) any proposed changes in any road or grades with respect to the roads providing a means of ingress and egress to the Real Property. Contributors agree to furnish MCRLP with a copy of any such notice received within two (2) business days after receipt. (10) Contributors have provided MCRLP with all reports in the possession of Owner, Contributors, its counsel or consultants, or under their control, related to the physical condition of the Real Property. (11) Except as set forth on Schedule 5.1(k) annexed hereto, Contributors have no knowledge of any notices, suits, or judgments relating to any violations (including environmental) of any laws, ordinances or regulations affecting the Real Property, or any violations or conditions that may give rise thereto, and have no reason to believe that any agency, board, bureau, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision thereof, having, asserting or acquiring jurisdiction over all or any part of the Real Property or the management, operation, use or improvement thereof (collectively, the "Governmental Authorities" or "Governmental Authority" as the context requires) contemplates the issuance thereof, and there are no outstanding orders, judgments, injunctions, decrees or writ of any Governmental Authorities against or involving Owner, any of the Contributors or the Real Property. For purposes of this Agreement, the term "Governmental Authority" shall also include the Internal Revenue Service and any other federal, state, local or foreign taxing authority.