Representations and Warranties of the Company and the Parent Guarantor. The Company and the Parent Guarantor jointly and severally represent and warrant to, and agree with, the Initial Purchaser that: (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Final Memorandum, at the date hereof, does not and at the Closing Date will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser specifically for inclusion therein, as specified in Section 11. (b) Each of the Company, the Parent Guarantor and their direct and indirect subsidiaries has been duly organized and each is validly existing under the laws of the jurisdiction in which it is chartered or organized. Each of the Company, the Parent Guarantor and their direct and indirect subsidiaries organized in the United States is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation (or, if applicable, partnership or limited liability company) under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on the business, condition (financial or otherwise), properties, net worth, results of operations or prospects, whether or not in the ordinary course of business, of the Company, the Parent Guarantor and their direct and indirect subsidiaries, considered as one enterprise.
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Representations and Warranties of the Company and the Parent Guarantor. The Company and the Parent Guarantor jointly and severally represent and warrant to, and agree with, the Initial Purchaser to each Underwriter that:
(a) The No order preventing or suspending the use of any Preliminary MemorandumProspectus has been issued by the Commission, and each Preliminary Prospectus, at the date time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. ; provided that the Company and the Parent Guarantor make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Parent Guarantor in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.
(b) The Final MemorandumTime of Sale Information, at the date hereofTime of Sale did not, does not and at the Closing Date will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes and the Parent Guarantor make no representations representation or warranties as warranty with respect to the information contained in any statements or omitted from the Preliminary Memorandum or the Final Memorandum (or any amendment or supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company and the Parent Guarantor in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, the Time of Sale Information or on behalf the Prospectus. No statement of material fact included in the Initial Purchaser specifically for inclusion therein, as specified Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in Section 11the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.
(bc) The Company and the Parent Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Parent Guarantor or their agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto, including a Pricing Term Sheet substantially in the form of Annex C hereto, which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Parent Guarantor make no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Parent Guarantor in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.
(d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.
(e) The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) The Company has been duly organized and is validly existing as a limited partnership in good standing under and by virtue of the Delaware Revised Uniform Limited Partnership Act. The Parent Guarantor has been duly organized and is validly existing as a corporation under and by virtue of the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland. Each of the subsidiaries of the Company and the Parent Guarantor (excluding the Company and further excluding any joint venture entered into by the Parent Guarantor, the Company or any subsidiary thereof and any subsidiaries of such joint venture) are referred to collectively herein as the “Subsidiaries” or individually as a “Subsidiary” and has been duly organized and, to the knowledge of the Company without a duty of inquiry, is validly existing as a corporation or other legal entity in good standing under and by virtue of the laws of its jurisdiction of organization. No entity in which the Company owns any equity securities constitutes a significant subsidiary (substituting “net income” for “income from continuing operations”) promulgated under the Exchange Act. The Parent Guarantor is the sole general partner of the Company and the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or other ownership interest in, each of the Subsidiaries. The Company, the Parent Guarantor and each of the Subsidiaries has, and at the Closing Date will have, full corporate or limited partnership power and authority, as the case may be, (i) to conduct all the activities conducted by it, (ii) to own, lease or operate all the properties and other assets owned, leased or operated by it, (iii) to conduct its business in which it engages or proposes to engage as described in the Prospectus and (iv) to consummate the transactions contemplated hereby. The Parent Guarantor is, and at the Closing Date will be, duly qualified or registered to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the properties and assets owned, leased or operated by it makes such qualification or registration necessary, except where failure to obtain such qualifications or registration will not have a material adverse effect on (i) the condition, financial or otherwise, or the earnings, management, assets or business affairs or prospects of the Company, the Parent Guarantor and their direct and indirect subsidiaries has been duly organized the Subsidiaries, taken as a whole, or on the 416 in service properties owned, directly or indirectly, by the Parent Guarantor as of March 31, 2025 (the “Properties”), taken as a whole, (ii) the issuance, validity or enforceability of the Securities or the Guarantee or (iii) the consummation of any of the transactions contemplated by this Agreement (each a “Material Adverse Effect”). The Company and each is validly existing under the laws of the jurisdiction Subsidiaries is, and at the Closing Date will be, duly qualified or registered to do business and in good standing as a foreign limited partnership or its equivalent, as applicable, in all jurisdictions in which the nature of the activities conducted by it is chartered or organizedthe character of the assets owned, leased or operated by it makes such qualification or registration necessary, except where failure to obtain such qualification or registration will not have a Material Adverse Effect. Each Complete and correct copies of the charter documents, partnership agreements and other organizational documents of the Company, the Parent Guarantor and the Subsidiaries, and all amendments thereto, that have been specifically requested by the Underwriters or their direct and indirect subsidiaries organized counsel have been delivered to the Underwriters or their counsel.
(g) The Parent Guarantor’s authorized capitalization is as set forth in the United States is in good standing under Registration Statement, the laws Time of Sale Information and the Prospectus. All of the jurisdiction Parent Guarantor’s issued and outstanding shares of common stock, $0.01 par value per share (the “Common Stock”) and preferred stock have been duly authorized and are validly issued, fully paid and non-assessable and will have been offered and sold in which it is chartered compliance, in all material respects, with all applicable laws (including, without limitation, federal or organized state securities laws). The description of the Securities and the Guarantee, and the statements related thereto, contained in the Registration Statement or the Prospectus are, and at the Closing Date, will be, complete and accurate in all material respects.
(h) The Indenture has been duly authorized by the Company and the Parent Guarantor and on the Closing Date will be duly executed and delivered by the Company and the Parent Guarantor and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and the Parent Guarantor enforceable against the Company and the Parent Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.
(i) This Agreement has been duly authorized, executed and delivered by the Company and the Parent Guarantor.
(j) The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantee has been duly authorized by the Parent Guarantor and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
(i) The partnership agreement of the Company is duly qualified to do business authorized, executed and delivered by the Company, as general partner and a foreign corporation limited partner, (or, if applicable, ii) the partnership or limited liability company) under the laws agreement of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material businessSubsidiary that is a limited partnership is duly authorized, validly executed and delivered by each partner thereto, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. “, and (iii) the limited liability company agreement of each Subsidiary that is a limited liability company is duly authorized, validly executed and delivered by each member party thereto, except as would not reasonably be expected to have a Material Adverse Effect” shall mean , and, in each case (assuming in the case of the Company the due authorization, execution and delivery of the partnership agreement by each limited partner other than the Parent Guarantor) each such partnership agreement or limited liability company agreement will be valid, legally binding and enforceable in accordance with its terms immediately following the Closing Date, except with respect to agreements under (ii) and (iii) above as would not reasonably be expected to have a material adverse change Material Adverse Effect, subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect on the business, condition (financial or otherwise), properties, net worth, results of operations or prospectsgeneral principles of equity, whether enforcement is considered in a proceeding in equity or not at law, and the discretion of the court before which any proceeding therefor may be brought. All of the issued and outstanding shares of capital stock of the Parent Guarantor and each Subsidiary that is a corporation and all of the outstanding units of general, limited and/or preferred partnership interests or membership interests of the Company and each Subsidiary that is a limited liability company or partnership are and will have been duly authorized and are and will be validly issued, fully paid and non-assessable; and (except as described in the ordinary course Prospectus) are and will be owned directly or indirectly (except in the case of businessthe Parent Guarantor and, with respect to the Company, except with respect to limited partnership interests therein held by persons or entities other than the Parent Guarantor) by the Company or the Parent Guarantor, as the case may be, free and clear of all security interests, liens and encumbrances (except for pledges in connection with the loan agreements of the Company, the Parent Guarantor and their direct any Subsidiary), except where such security interests, liens and indirect subsidiaries, considered as one enterprise.encumbrances with re
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