Representations and Warranties on Property Closing Dates Sample Clauses

Representations and Warranties on Property Closing Dates. The Construction Agent and each Credit Party hereby represents and warrants as to itself as of each Property Closing Date as follows: (a) The representations and warranties (including the Incorporated Representations and Warranties in the case of the Guarantor) of the Construction Agent or such Credit Party set forth in the Operative Agreements are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent or such Credit Party is in all material respects in compliance with its respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on such Property Closing Date; (b) The Properties to be acquired or leased pursuant to a Ground Lease are being acquired or ground leased at a price that is not in excess of fair market value or fair market rental value, as the case may be, and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or will be renovated and/or modified in accordance with the terms of this Agreement. Each of the Properties is located at the location set forth on the applicable Requisition, all of which are in one of the Approved States; (c) Upon the acquisition of each Property on such Property Closing Date, and at all times thereafter, the Lessor will have good and marketable fee simple title to such Property, or, if such Property is the subject of a Ground Lease, the Lessor will have a lessee's interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to Permitted Liens; (d) The execution and delivery of each Operative Agreement delivered by the Construction Agent or such Credit Party on such Property Closing Date and the performance of the obligations of the Construction Agent or such Credit Party under each Operative Agreement have been duly authorized by all requisite corporate action of the Construction Agent or such Credit Party, as applicable;
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Representations and Warranties on Property Closing Dates. The Construction Agent and the Lessee hereby represent and warrant as of each Property Closing Date as follows: (a) The representations and warranties of the Construction Agent and the Lessee set forth in the Operative Agreements (including without limitation the representations and warranty set forth in SECTION 7 of this Agreement) are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent, the Lessee and their Subsidiaries are in all material respects in compliance with their respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Funding requested by the Requisition on such Property Closing Date; (b) The Properties to be acquired are being acquired at a price that is not in excess of fair market value and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or will be renovated or modified in accordance with the terms of this Agreement, or (iii)
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Representations and Warranties on Property Closing Dates. The Construction Agent and the Lessee hereby represent and warrant as of each Property Closing Date as follows: (a) The representations and warranties of the Construction Agent and the Lessee set forth in the Operative Agreements are true and correct in all material respects on and as of such Property Closing Date as if made on and as of such date. The Construction Agent and the Lessee are in all material respects in compliance with their respective obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Funding requested by the Requisition on such Property Closing Date; (b) The Properties to be acquired are being acquired at a price that is not in excess of the price that would be obtained on an arm's-length basis between unrelated parties, and such Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or will be renovated or modified in accordance with the terms of this Agreement, or (iii)
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Representations and Warranties on Property Closing Dates. The Company hereby represents and warrants as of each Property Closing Date (except to the extent such representations and warranties expressly relate to an earlier date) as follows:
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Related to Representations and Warranties on Property Closing Dates

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties of the Vendor The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and warrants to the Seller as follows: