Representations and Warranties of Lennar Sample Clauses

Representations and Warranties of Lennar. Lennar hereby makes the following representations and warranties to Owner as of the Effective Date, which, along with any other representations and warranties of Lennar included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the Program:
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Representations and Warranties of Lennar. Len- (a) Lennar is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Lennar has all corporate power and author- ity necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize Lennar to enter into this Agreement and to carry out the transactions contemplated by it, other than the approval by the stockholders of Lennar contemplated by Section 6.2(f), have been taken. The approval by the Board of Directors of Lennar of this Agreement and of an agreement dated the same day as this Agreement with Warburg, ▇▇▇▇▇▇ Investors L.P. (the "Warburg Voting Agreement"), consti- tute approval sufficient so that neither Greystone nor any record or beneficial owner of stock of Greystone will be sub- ject to the prohibitions of Section 203 of the GCL with regard to Lennar or the Surviving Corporation. This Agreement has been duly executed by Lennar and is a valid and binding agree- ment of Lennar, enforceable against Lennar in accordance with its terms. The Separation and Distribution Agreement, dated as of the date hereof (the "Spin Off Agreement"), by and between Lennar and LPC, Inc. ("LPC") is in the form of Exhibit 4.1-B, has been duly executed by Lennar and LPC and is a valid and binding agreement of the parties thereto, enforceable against (c) Except as set forth on Exhibit 4.1-C, nei- ther the execution or delivery of this Agreement, the Spin Off Agreement or the Partnership Agreement (the "Partnership Agree- ment") between Lennar and LPC forming Lennar Land Partners (the "Land Partnership") or any document to be delivered in ac- cordance with this Agreement, the Spin Off Agreement or the Partnership Agreement, nor the consummation of the transactions contemplated by this Agreement, the Spin Off Agreement or the Partnership Agreement or by any document to be delivered in accordance with this Agreement, the Spin Off Agreement or the Partnership Agreement will (i) violate, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, the Certificate of Incorporation or by-laws of Lennar or any of its subsidiaries or (ii) violate, result in a breach of, constitute a default under, or result in the acceleration of any obligation under, or the creation of a lien, pledge, security interest or other encumbrance on the assets or properties...
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Representations and Warranties of Lennar. Lennar and by signing the Joinder, Parent, each hereby makes the following representations and warranties to Owner as of the Effective Date, which, along with any other representations and warranties of Lennar and Parent included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the SPV-1 Program:
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Related to Representations and Warranties of Lennar

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • Representations and Warranties of Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date: