REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES AND HME. (a) Home Properties and HME represent and warrant that each of the following is true, complete and accurate as of the date of this Agreement, and will be true, complete and accurate as of the Closing Date, and, as the context may require, thereafter: (1) Home Properties and HME are duly organized, validly existing and in good standing (under the laws of the State of New York and the State of Maryland, respectively), and each has all the requisite power and authority to enter into and carry out and perform this Agreement, according to its terms, and to own, lease and carry on its business as it is now being conducted. (2) Neither the execution and delivery of this Agreement, nor the performance of this Agreement by Home Properties, nor the execution, delivery and performance of all other agreements contemplated by this Agreement, nor the issuance and delivery of the OP Units by Home Properties, will conflict with, or result in any breach of, any contract, agreement, law, rule or regulation to which either HME or Home Properties is a party, or by which either HME or Home Properties is bound. (3) Subject to the approval of the Board of Directors of HME (the "Board"), which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, this Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding obligation of Home Properties and HME, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (4) Subject to the approval of the Board, which Home Properties agrees to use all good faith reasonable efforts to obtain within the Due Diligence Period, each instrument to be executed and delivered by Home Properties and/or HME pursuant to this Agreement, or in connection herewith, will, when executed and delivered, be valid and enforceable against Home Properties and/or HME in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (5) To the best knowledge of Home Properties, there is no litigation, proceeding or investigation pending, or threatened, against or affecting Home Properties, or HME, that might affect the validity of this Agreement, or any action taken, or to be taken, by Home Properties, or HME, pursuant to this Agreement, or that might have a material adverse effect on the business of Home Properties. (...
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