Common use of Representations and Warranties of ▇▇▇▇ Clause in Contracts

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 and warrants to NEE Operating LP that: 5.1.1 it NorthStar and the Company, and each of them as follows: this Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by ▇▇▇▇ or KREG are and on the Closing Date will be duly authorized, executed and delivered by and are and will be binding upon the same. ▇▇▇▇ is a limited partnership, duly organized, validly organized existing and existing in good standing under the laws of the State of Delaware; 5.1.2 it or another member of the Manager Group, as applicable, holdsCalifornia, 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 qualified to perform its obligations under this Agreement and the Collateral Agreements and the documents it is executing in connection with this transaction (including compliance with all applicable doing business laws). Each of ▇▇▇▇ and KREG is duly authorized and qualified to enter into and do all things required of it under this Agreement and the Collateral Agreements it is executing in connection with this transaction. Neither this Agreement; 5.1.6 no authorization, consent any Collateral Agreement nor any agreement, document or approval of, instrument executed or filing with or notice to any Person is required be executed in connection with the executionsame, delivery nor anything provided in or performance contemplated by it this Agreement or any such other agreement, document or instrument, breaches, invalidates, cancels, makes inoperative or interferes with, or results in the acceleration or maturity of, or requires any consent or authorization that has not been obtained under, any contract, agreement, lease, easement, right or interest, law or regulation to which ▇▇▇▇ or ▇▇▇▇ or, to the best knowledge of this Agreement▇▇▇▇, the Company Property, is subject. B. Additionally, ▇▇▇▇ represents to its best knowledge to NorthStar: (1) There is no pending litigation with respect to the Project and neither ▇▇▇▇ nor any of its affiliates have received any written notice of threatened litigation with respect to the Project; (2) No Governmental Authority has rejected any proposal by ▇▇▇▇ or any Affiliate thereof to change the existing Conditional Use Permit 83-CP-0501 for the Property as a hotel, including, without limitation, any proposal to obtain a conditional use permit to construct an office building on the Property; (3) Neither the ▇▇▇▇ Center Irvine North Owners Association, the Irvine Company nor any other association having any jurisdictional review over the Property, pursuant to recorded covenants, conditions or restrictions, has rejected any of the current Plans and Specifications to develop the Property for office use; (4) The Project (as a 178,000 square foot office building) is consistent with the City of Irvine General Plan Land Use Designation of Urban and Industrial (Irvine Business Complex); (5) The Project (as a 178,000 square foot office building) is consistent with the zoning designation of 5.1 Irvine Business Complex Multi-Use. Office use is a permitted use within the zoning designation of 5.1; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (a6) 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 Subject to the availability City of equitable remediesIrvine's approval of ▇▇▇▇'▇ proposed modification of the originally approved Conditional Use Permit 83-CP-0501 from a 551-room hotel to a 178,000 square foot office building, whether the Project (as a 178,000 square foot office building) shall be a permitted use for purposes of the City of Irvine's General Plan and applicable zoning ordinance. ▇▇▇▇ and NorthStar acknowledge and agree that the foregoing representations and warranties are a material inducement for NorthStar to enter into this Agreement, NorthStar is relying on such principles are considered in a proceeding at law or in equityrepresentations, and without ▇▇▇▇ having made such representations and warranties, NorthStar would not have entered into this Agreement.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby warrants, represents and warrants to NEE Operating LP promises that: 5.1.1 (i) before starting to perform the Contract ESCO shall a) provide proof and documentation that it is validly organized and existing under the laws of qualified, licensed or otherwise permitted to do business in the State of DelawareNew Hampshire including all required insurance and bonds pursuant to this Contract to the extent not included in Attachment 9 - Corporate Resolution; 5.1.2 it or another member (ii) ESCO shall use subcontractors who are qualified, licensed and bonded in this State and approved by Customer in writing to perform the Work so subcontracted pursuant to the terms hereof; (iii) ESCO has all requisite authority to license the use of proprietary property, both tangible and intangible, contemplated by this Contract; (iv) equipment installed as part of the Manager GroupECMs/OCMs will meet or exceed the equipment standards set forth in Attachment 5 - Major Equipment List and (v) ESCO acknowledges that Customer reserves the right to reject all non-conforming goods and to cause their return for credit or replacement at Customer’s option; (vi) the equipment installed as part of the ECMs/OCMs is or will be compatible with all other Premises’ mechanical and electrical systems, subsystems, or components with which such equipment interacts, and that, as applicableinstalled, holdsneither such equipment nor such other systems, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware ofsubsystems, or shall inform NEE Operating LP promptly upon knowledge of, any reason why such Permits might be cancelledcomponents will materially adversely affect each other as a direct or indirect result of equipment installation or operation; 5.1.3 it has (vii) ESCO is financially solvent, able to pay its debts as they mature and possesses sufficient working capital to complete the power, capacity work 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 Agreementthe Contract and has no outstanding and delinquent debt owed to the State of New Hampshire or any political subdivision thereof; 5.1.6 no authorization, consent (viii) ESCO has not directly or approval of, indirectly participated in any collusion or filing otherwise taken any action in restraint of full competitive bidding with respect to this Contract or notice the solicitation process leading to any Person is required in connection with the execution, delivery or performance by it of this AgreementContract; and 5.1.7 (ix) ESCO has not paid, and agrees not to pay, any bonus, commission, fee or gratuity to any employee or official of the state or municipal government or the Customer for the purpose of obtaining this Agreement Contract or any other contract or award and that no commission or other payment has been or will be received from or paid to any third party contingent upon the award of any contract except as previously communicated to the Customer in writing (and ESCO acknowledges that subsequent discovery of non-compliance with this provision 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 sufficient cause for immediate termination of this Contract 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 equityremedial action).

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ NEER hereby represents and warrants to NEE XPLR 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 XPLR 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;; \\4125-2051-8486 v5 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 and warrants to NEE Operating LP to, and covenants with, the Client that, as of the date hereof, and throughout the term of this Agreement, that: 5.1.1 it (i) ▇▇▇▇ is duly organized, validly organized existing and existing in good standing as a corporation 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 Georgia and is or will be qualified to transact business in each jurisdiction where it is required to be qualified as a foreign corporation, Except where such qualification is not aware of, required or shall inform NEE Operating LP promptly where the failure to be so qualified or remain in good standing would not have a material adverse effect upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has ▇▇▇▇ or the power, capacity and authority to enter into this Agreement and ability of ▇▇▇▇ to perform its obligations hereunder; 5.1.4 it (ii) ▇▇▇▇ has taken the full corporate power and authority t execute, deliver and perform this Agreement and to enter into and consummate all necessary action to authorize the execution, delivery and performance of transactions contemplated by this Agreement; 5.1.5 , and assuming the due authorization, execution and delivery of by the other parties hereto, this Agreement by it constitutes a legal, valid and the performance by it binding obligation 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 except as enforceability may be limited by bankruptcy, conservator ship, receivership, insolvency, moratorium, fraudulent conveyance, reorganization and or other similar laws of general application limiting affecting the enforcement of creditors’ ' rights and remedies generally and (b) by general principles of equity, including standards regardless of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are enforcement is considered in a proceeding in equity or at law; (iii) The transactions contemplated by this Agreement and the performance by ▇▇▇▇ of its obligations hereunder arc in the ordinary course of Lynx's business, and the execution, delivery and performance of this Agreement and the transactions contemplated herein have been duly approved by resolutions of the Hoard of Directors of ▇▇▇▇ or an appropriate and duly authorized committee thereof, and such resolutions and this Agreement shall be maintained continuously as official records of ▇▇▇▇; (iv) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of ▇▇▇▇'▇ articles of incorporation or by-laws or any indenture, agreement or instrument to which ▇▇▇▇ is now a party or by which it is bound, or constitute a default (whether with notice, the lapse of time, or both) or result in an acceleration under any of the foregoing, or result in the violation of any law to which ▇▇▇▇ is subject; (v) There is no litigation or other proceedings pending or, to ▇▇▇▇'▇ knowledge, threatened, which seeks to enjoin or prohibit the execution, delivery or enforceability of this Agreement, or which questions the ability of ▇▇▇▇ to perform its duties and obligations in equityaccordance with the terms hereof, or which is likely to have a material adverse effect of the financial condition of ▇▇▇▇; and (vi) No Consent, approval, authorization or order of any Governmental or regulatory authority is required for the executor, delivery and performance by ▇▇▇▇ of or compliance by ▇▇▇▇ with this Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents and warrants to NEE Operating LP thatthe Purchaser as follows, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: 5.1.1 it (a) Boba is a corporation validly organized existing and existing in good standing under the laws of the State Province of DelawareOntario and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary; 5.1.2 it (b) Boba has the corporate power and capacity to enter into this Agreement and each additional agreement or another member of the Manager Groupinstrument to be delivered pursuant to this Agreement, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware ofthereunder to own and lease its property, and to carry on its businesses as now being conducted; (c) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by ▇▇▇▇ and each is, or shall inform NEE Operating LP promptly upon knowledge ofwill be at the Time of Closing, any reason why such Permits might be cancelleda legal, valid and binding obligation of Boba, enforceable against Boba in accordance with its terms; 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 (d) the execution and delivery of this Agreement by it does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of Boba or of any resolutions of the directors or shareholders of Boba, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by it of its obligations hereunder do not and will not contravene, breach or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any default under its Governing Instrumentsmaterial agreement (including any Boba Material Contract), license or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law permit to which it Boba is a party or by which it Boba is bound or to which any material assets or property of Boba is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to Boba; (e) the authorized capital of its Boba consists of an unlimited number of common shares, of which, as of the date of this Agreement, 5,000,000 Boba Shares are issued and outstanding as fully paid and non-assessable shares; (f) no person (other than the Purchaser pursuant to this Agreement) has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of Boba; (g) Boba does not own, and has not at any time owned, and does not have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any person, and Boba does not have any agreements to acquire or lease any material assets or properties or assets may any other business operations; (h) Boba has conducted and is conducting its business in compliance in all material respects with all applicable laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on; (i) all of the Contracts of Boba material to its business and operations (the “Boba Material Contracts”), together with this Agreement, and after the execution and delivery hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of Boba. Each of the Boba Material Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act (including the purchase and sale of the Purchased Shares hereunder and the other transactions contemplated hereunder, including, without limitation, the issuance of the Payment Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default, or give rise to a warranty claim or other obligation or liability thereunder. Boba has not violated or breached, in any material respect, any of the terms or conditions of any Boba Material Contract and all the covenants to be boundperformed by any other party thereto have been fully and properly performed; (j) there are no waivers, consents, notices or approvals required to be given or obtained by ▇▇▇▇ in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which ▇▇▇▇ is a party; (k) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Boba is required to be obtained by Boba in connection with the execution and delivery of this Agreement, except for any such contraventionthose consents, breach orders, authorizations, declarations, registrations or default approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay Boba from performing its obligations under this Agreement and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Boba; (l) there is no suit, action or proceeding or, to the knowledge of Boba, pending or threatened against Boba that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Boba, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against Boba causing, or which could reasonably be expected to cause, a Material Adverse Effect on Boba; (m) no bankruptcy, insolvency or receivership proceedings have been instituted by ▇▇▇▇ or, to the knowledge of Boba, are pending against ▇▇▇▇’▇ ability to perform its obligations under this Agreement; 5.1.6 (n) Boba has good and marketable title to its properties and assets (other than property or an asset as to which Boba is a lessee, in which case it has a valid leasehold interest), except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Boba; (o) no authorizationperson has any written or oral agreement, consent option, understanding or approval commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from Boba of any of its assets or property; (p) Boba has all permits, licences, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Authorities and other persons that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Boba, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects; (q) Boba has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified Boba of such Governmental Authority’s intention to commence or to conduct any investigation that could be reasonably likely to have a Material Adverse Effect on Boba; (r) Boba has no employees and Boba is not a party to any employment, management or consulting agreement of any kind whatsoever; (s) no current or former employee, officer or director of ▇▇▇▇ is entitled to a severance, termination or other similar payment as a result of the Transaction; (t) the Corporate Records of Boba are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and with the constating documents of ▇▇▇▇, and without limiting the generality of the foregoing: (i) the minute books of ▇▇▇▇ contain complete and accurate minutes of all meetings of the directors and shareholders of Boba; (ii) such minute books contain all written resolutions passed by the directors and shareholders of Boba; (iii) the securities register of Boba are complete and accurate, and all transfers of shares of Boba have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of ▇▇▇▇ were duly elected or appointed as the case may be; (u) all Books and Records of Boba have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; (v) Boba has the exclusive right to use, sell, license, sub-license and prepare derivative works for and dispose of and has the rights to bring actions for the infringement or misappropriation of the IP that it has registered or applied for registration and Boba has not licensed, conveyed, assigned or encumbered any of the IP that it owns. All registrations and filings necessary to preserve the rights of Boba to its IP have been made and are in good standing; (w) all pending applications for registration of ▇▇▇▇’s IP are in good standing with the appropriate offices and assignments have been recorded in favour of ▇▇▇▇ to the extent recordation within a timely manner is required to preserve the rights thereto; (x) the execution and delivery of this Agreement or any agreement contemplated hereby will not breach, violate or conflict with any instrument or agreement governing any of Boba’s IP, will not cause the forfeiture or termination of any of Boba’s IP or in any way exclude the right of Boba to use, sell, license or dispose of or to bring any action for the infringement of any of ▇▇▇▇’s IP (or any portion thereof); (y) there are no royalties, honoraria, fees or other payments payable by ▇▇▇▇ to any Person by reason of, or filing with in respect of, the ownership, use, license, sale or notice disposition of any of Boba’s IP and there are no restrictions on the ability of Boba or any successor to any Person is required or assignee from Boba to use and exploit all rights in connection such IP; (z) all maintenance fees due in accordance with the execution, delivery Boba IP have been paid in a timely manner; (aa) Boba is not a ‘reporting issuer’ or performance by it equivalent in any jurisdiction nor are any shares of this AgreementBoba listed or quoted on any stock exchange or electronic quotation system; and 5.1.7 (bb) to the knowledge of Boba, no representation or warranty of Boba contained in this Agreement constitutes its valid and legally binding obligation, enforceable against it contains any untrue statement of a material fact or omits to state a material fact necessary in accordance with its terms, subject order to (a) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting make 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 statements contained herein or in equitytherein not misleading.