Representations and Warranties of ▇▇▇▇ Sample Clauses

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ represents and warrants as follows: (a) As of the date of this Agreement, ▇▇▇▇ is the beneficial or record owner of the Shares and OP Units indicated on the signature page of this Agreement, and ▇▇▇▇ does not beneficially own any securities of the Company other than (i) the Shares and OP Units set forth on the signature page of this Agreement and (ii) any Common Stock beneficially owned under any compensation plan of the Company. ▇▇▇▇ has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by ▇▇▇▇ and constitutes a valid and binding agreement of ▇▇▇▇ enforceable against ▇▇▇▇ in accordance with its terms. (b) Except for this Agreement or as otherwise permitted by this Agreement, ▇▇▇▇ has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other person or entity (subject to the terms of the JV Agreement with respect to Shares owned through STAG GI). Without limiting the generality of the foregoing, ▇▇▇▇ has not entered into any voting agreement (other than this Agreement and the JV Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any person or entity limiting or affecting ▇▇▇▇’▇ legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the performance by ▇▇▇▇ of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which ▇▇▇▇ is a party or by which ▇▇▇▇ (or any of its assets) is bound. (d) ▇▇▇▇ is controlled by GI Partners.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents and warrants to GMAC as of the Closing Date:

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents and warrants to NEE Operating LP that: 5.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it or another member of the Manager Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform NEE Operating LP promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on ▇▇▇▇’▇ ability to perform its obligations under this Agreement; 5.1.6 no authorization, consent or approval of, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (b) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents, warrants and agrees that:

Representations and Warranties of ▇▇▇▇. (a) ▇▇▇▇ represents and warrants to the Company and the Bank that: (i) ▇▇▇▇ is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of ▇▇▇▇, and this Agreement has been duly and validly executed and delivered by ▇▇▇▇ and is the legal, valid and binding agreement of ▇▇▇▇, enforceable in accordance with its terms. (iii) Each of ▇▇▇▇ and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by ▇▇▇▇, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of ▇▇▇▇ or any agreement, indenture or other instrument to which ▇▇▇▇ is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with ▇▇▇▇'▇ execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of ▇▇▇▇, pending or threatened, which might materially adversely affect ▇▇▇▇'▇ performance under this Agreement.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by ▇▇▇▇, and is a valid and binding obligation of ▇▇▇▇, enforceable against ▇▇▇▇ in accordance with its terms. As of the date of this Agreement, ▇▇▇▇ beneficially owns 6,745,623 shares of the Company’s common stock and has voting authority over such shares.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ represents and warrants to each of the other parties hereto as follows:

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ represents and warrants to the Company that: (a) this Agreement has been duly authorized, executed and delivered by ▇▇▇▇, and is a valid and binding obligation of ▇▇▇▇, enforceable against ▇▇▇▇ in accordance with its terms; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of, ▇▇▇▇ as currently in effect, the execution, delivery and performance of this Agreement by it does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which it is a party or by which it is bound; and (iii) as of the date of this Agreement, ▇▇▇▇ beneficially owns 3,690,129 shares of the Company’s common stock (any shares of the Company’s common stock, the “Shares”) and has voting authority over such Shares and, other than as set forth below, does not beneficially own or economically own any other Shares or any Synthetic Equity Interests or Short Interest in the Company. The term “Short Interest” shall mean any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such person, the purpose or effect of which is

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents and warrants to the Holder as follows, and acknowledges that the Holder is relying upon such representations, warranties and covenants in entering into this Agreement: