Representations, Warranties and Agreements of the Transaction Entities Sample Clauses

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof and as of the Closing Date: (a) The Preliminary Memorandum, at the date thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time of execution of this Agreement and on the Closing Date, the Final Memorandum did not and 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 a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made 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 written information furnished to the Transaction Entities by the Initial Purchaser specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser consists of the information set forth in Exhibit A hereto. (b) The documents incorporated by reference or deemed to be incorporated in the Disclosure Package or the Final Memorandum at the time they were or hereafter are filed with the Commission, or at the time such document became or will become effective, as applicable, complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the “Exchange Act Regulations”) and did not and will not contain an 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, in the light of the circumstances under which they were made, not misleading. (c) The Disclosure Package did not, as of the Applicable Time and does not, as of the time of execution of this Agreement, 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, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser specifically for inclusion therein, which information is specified in Exhibit A hereto. (d) None of the Operating Partnership, the Company, their Affiliates, or any person acting on their behalf has directly or indirectly, made offers or sales of any security, or solicited offers to buy, any security under circumstances that would require the registration of the Notes or the Shares under the Securities Act. (e) None of the Operating Partnership, the Company, their Affiliates, or any person acting on their behalf has: (i) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes or (ii) engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes or the Shares. (f) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (g) The Company has been advised by the NASD’s PORTAL Market that the Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD. (h) No registration under the Securities Act of the Notes or the Shares is required for the offer and sale of the Notes to or by the Initial Purchaser in the manner contemplated herein, in the Disclosure Package and the Final Memorandum. (i) The Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a material adverse effect on the condition, financial or otherwise, business, prospects, operations, management, consolidated financial position, net worth, stockholders’ equity or results of operations of the Transaction Entities, the Subsidiaries and the Joint Venture Entities considered as one enterprise or on the use or value of the Properties (as hereinafter defined) as a whole (collectively, a “Material Adverse Effect”), and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. (j) The Company has an authorized capitalization as set forth in each of the Disclosure Package and the Final Memorandum, and all of the issued capital stock of the Company (other than the Shares) have been duly and validly authorized and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the Operating Partnership or the Company, and conform to the description thereof contained in each of the Disclosure Package and the Final Memorandum. Except as disclosed in the Disclosure Package and the Final Memorandum, (i) no shares of capital stock of the Company are reserved for any purpose, (ii) except for the equity interest in the Operating Partnership (“Units”), there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii) there are no outstanding options, rights (preemptive or otherwise), warrants to purchase or subscribe for shares of capital stock or any other securities of the Company, and (iv) the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Notes or the Shares. The Shares have been duly authorized and, when issued upon exchange of the Notes, will be validly issued, fully paid and non-assessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such Shares for issuance upon exchange of the Notes. (k) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. The Company is the sole general partner of the Operating Partnership. The Agreement of Limited Partnership of the Operating Partnership, as amended (the “Operating Partnership Agreement”) is in full force and effect, and the aggregate percentage interests of the Company and outside limited partners in the Operating Partnership are as set forth in each of the Disclosure Package and the Final Memorandum. (l) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the Operating Partnership. Except as disclosed in the Disclosure Package and the Final Memorandum, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of the Operating Partnership. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the Disclosure Package and the Final Memorandum. (m) The statements in the Preliminary Memorandum and the Final Memorandum under the headings “U.S. Federal Income Tax Considerations”, “Description of Notes”, “Description of Common Stock” and “Plan of Distribution” fairly summarize the matters therein described. (n) Reckson Operating Partnership, L.P. (the “Reckson Operating Partnership”) has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged. A wholly owned subsidiary of the Company is the sole general partner of the Reckson Operating Partnership, and the Company indirectly owns 100% of Reckson Operating Partnership. The Agreement of Limited Partnership of the Reckson Operating Partnership, as amended (the “Reckson Operating Partnership Agreement”) is in full force and effect. (o) The Operating Partnership and the Reckson Operating Partnership are the only Subsidiaries that are a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The only Subsidiaries of the Company are (a) the Subsidiaries listed in Exhibit 21 to the Form 10-K, (b) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X, and (c) the Subsidiaries listed on Schedule II hereto. (p) The Notes have been duly and validly authorized for issuance and sale to the Initial Purchaser and, when executed and authenticated in accordance with the provisions of the Indenture and delivered against payment therefor as provided herein, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Operating Partnership entitled to benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity) and will be exchangeable for Shares in accordance with their terms. The Notes conform in all material respects to all statements and descriptions related thereto contained in the Disclosure Package and the Final Memorandum. The form of the global note to be used to evidence the Notes will, at the Closing Date, be in due and proper form and will comply with all applicable legal requirements. The issuance of the Notes is not subject to any preemptive or other similar rights. The Shares issuable upon exchange of the Notes have been duly authorized and validly reserved for issuance upon exchange of the Notes, and, upon exchange of the Notes in accordance with their terms and the terms of the Indenture, will be issued free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and the Company has reserved shares sufficient in number to meet the current exchange requirements (assuming all conditions to such exchange have been satisfied) based on the Exchange Rate (as defined in the Indenture) in effect as of the time of purchase and as of each additional time of purchase and such Shares, when so issued upon such exchange in accordance with the terms of the Notes and of the Indenture, will be duly and validly issued, fully paid and non-assessable; and the certificates for such Shares will be in due and proper form and will comply with all applicable legal requirements. (A) This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities; (B) the Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (C) the Reckson Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (D) each of the limited liability operating agreements, stockholders’ agreements or similar joint venture agreements of the Joint Venture Entities (the “Joint Venture Agreements”) has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; and (E) none of the Transaction Entities or any Subsidiary that holds any interest in any of the Joint Venture Entities is in default under any of the Joint Venture Agreements nor, to the knowledge of the Transaction Entities, is any third-party holder of interests in any of the Joint Venture Entities in default under any of the Joint Venture Agreements. (r) The Indenture has been duly authorized and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Operating Partnership and the Company, will constitute a legal, valid and binding instrument enforceable against the Operating Partnership and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (s) The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the Company and the Initial Purchaser, will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (t) The Company satisfies (A) all conditions for use of a registration statement on Form S-3 under the Securities Act, including without limitation, (i) the registrant requirements of General Instruction I.A of Form S-3 under the Securities Act and (ii) to register the Shares issuable upon exchange of the Notes, for resale in the manner contemplated by the Disclo

Appears in 1 contract

Sources: Purchase Agreement (Sl Green Realty Corp)

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date ~~hereof~~ hereof, as of the Time of Sale and as of ~~the~~ each Closing ~~Date:~~Date (as hereinafter defined): (a) ~~The Preliminary Memorandum~~No order preventing or suspending the use of any Prospectus has been issued by the Commission, and each Prospectus, at the ~~date thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the~~ time of ~~execution of this Agreement and on the Closing Date, the Final Memorandum did not and will not (and any amendment or supplement thereto, at the date~~ filing thereof, and at the Closing Date, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made 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 written information furnished to the Transaction Entities by the Initial Purchaser specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser consists of the information set forth in Exhibit A hereto. (b) The documents incorporated by reference or deemed to be incorporated in the Disclosure Package or the Final Memorandum at the time they were or hereafter are filed with the Commission, or at the time such document became or will become effective, as applicable, complied in all material respects with the ~~requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the “Exchange~~ Securities Act ~~Regulations”)~~ and did not ~~and will not contain an~~ contain, at the time of filing thereof, 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter expressly for use in any Prospectus, it being understood and agreed that the only such information furnished by any Representative consists of the information described in Exhibit A hereto. (b) The Time of Sale Information, at the Time of Sale, did 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 Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by any Representative consists of the information described in Exhibit A hereto. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom. (c) ~~The Disclosure Package~~ Neither the Transaction Entities, nor any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on any of their behalf (other than the Underwriters, as to whom each of the Transaction Entities makes no representation or warranty), has prepared, made, used, authorized, approved or distributed and none will prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by any Transaction Entity or any Affiliate (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 Pricing Prospectus, (iii) the Prospectus, (iv) each document listed on Schedule II hereto, (v) any electronic road show and (vi) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, and does not or will not conflict with information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Time of Sale Information filed prior to first use of such Issuer Free Writing Prospectus, did not, as of the ~~Applicable~~ Time of Sale, 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 Transaction Entities make no representations and ~~does not~~warranties with respect to any statements in or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Representative consists of the information described in Exhibit A hereto. (d) The Company meets the requirements for use of Form S-3 under the Securities Act as of the applicable effective date of the Registration Statement and any amendment thereto, as of the ~~time~~ applicable filing date of ~~execution~~ the Prospectus Supplement and any amendments thereto and will meet such requirements as of ~~this Agreement~~each Closing Date (as defined in Section 4(b)); 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, such Registration Statement and any post-effective amendment thereto became effective upon filing 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 Transaction Entities. 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 any Transaction Entity 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 and any amendment thereto complied and will comply in all material respects with the Securities 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 each Closing Date, the Prospectus 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no ~~representation~~ representations and warranties with respect to any statements or ~~warranty is~~ omissions made ~~as to information contained in or omitted from the Disclosure Package~~ in reliance upon and in conformity with ~~written~~ information relating to any Underwriter furnished to the ~~Company~~ Transaction Entities in writing by such Underwriter expressly for use in the ~~Initial Purchaser specifically for inclusion therein~~Registration Statement and the Prospectus and any amendment or supplement thereto, ~~which~~ it being understood and agreed that the only such information ~~is specified~~ furnished by any Representative consists of the information described in Exhibit A hereto. (de) ~~None~~ The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, complied in all material respects to the requirements of the ~~Operating Partnership~~Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or 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 ~~Company~~Prospectus or the Time of Sale Information, ~~their Affiliates~~when such documents become effective or are filed with the Commission, ~~or any person acting on their behalf has directly or indirectly~~as the case may be, ~~made offers or sales of any security, or solicited offers~~ will comply in all material respects to ~~buy, any security under circumstances that would require~~ the ~~registration~~ requirements of the ~~Notes~~ Securities Act or the ~~Shares under~~ Exchange Act, as applicable, 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 to make the ~~Securities Act. (e) None~~ statements therein, in the light of the ~~Operating Partnership~~circumstances under which they were made, the Company, their Affiliates, or any person acting on their behalf has: (i) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes or (ii) engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes or the Sharesnot misleading. (f) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (g) The Company has been advised by the NASD’s PORTAL Market that the Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD. (h) No registration under the Securities Act of the Notes or the Shares is required for the offer and sale of the Notes to or by the Initial Purchaser in the manner contemplated herein, in the Disclosure Package and the Final Memorandum. (i) The Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a material adverse effect on the condition, financial or otherwise, business, prospects, operations, management, consolidated financial position, net worth, stockholders’ equity or results of operations of the Transaction Entities, the Subsidiaries and the Joint Venture Entities considered as one enterprise or on the use or value of the Properties (as hereinafter defined) as a whole (collectively, a “Material Adverse Effect”), and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is ~~engaged~~ engaged, and to enter into and perform its obligations under this Agreement to which it is a party. (jg) The Company has an authorized capitalization as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, and all of the issued capital stock of the Company ~~(other than the Shares) have~~ has been duly and validly authorized and issued, ~~are~~ is fully paid and non-assessable, ~~have~~ has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the ~~Operating Partnership or the~~ Company, and ~~conform~~ conforms to the description thereof contained in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. Except as disclosed in the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, (i) no shares of capital stock of the Company are reserved for any ~~purpose~~purpose other than pursuant to conversion, exchange or redemption of equity interests in SLG OP (“Units”), (ii) except for the ~~equity interest in the Operating Partnership (“~~Units”), there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii) there are no outstanding options, rights (preemptive or otherwise), ) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company, and (iv) the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Notes or the Shares. The Shares have been duly authorized and, when issued upon exchange of the Notes, will be validly issued, fully paid and non-assessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such Shares for issuance upon exchange of the Notes. (kh) ~~The Operating Partnership~~ SLG OP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. The Company is the sole general partner of ~~the Operating Partnership~~SLG OP. The Agreement of Limited Partnership of ~~the Operating Partnership~~SLG OP, as amended (the “~~Operating Partnership~~ SLG OP Agreement”) ), is in full force and effect, and the aggregate percentage interests of the Company and outside limited partners in ~~the Operating Partnership~~ SLG OP are substantially as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. (li) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of ~~the Operating Partnership~~SLG OP. Except as disclosed in the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of ~~the Operating Partnership~~SLG OP. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. (mj) The statements in the ~~Preliminary Memorandum~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~ Prospectus under the headings “~~U.S.~~ Material United States Federal Income Tax Considerations~~”, “Description of Notes”~~,” when taken together with, “Description of Common Stock,” “Certain Anti-Takeover Provisions of Maryland Law,” “Restrictions on Ownership of Capital Stock” and “~~Plan of Distribution~~Underwriting” accurately and fairly summarize the matters therein described. (nk) Reckson Operating Partnership, L.P. (the “Reckson Operating Partnership”) has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged. A wholly owned subsidiary of the Company SLG OP is the sole general partner of the Reckson Operating Partnership, and the Company indirectly owns 100% of Reckson Operating Partnership. The Agreement of Limited Partnership of the Reckson Operating Partnership, as amended (the “Reckson Operating Partnership Agreement”) is in full force and effect. (o) The Operating Partnership and the Reckson Operating Partnership are the only ~~Subsidiaries~~ Subsidiary that ~~are~~ constitutes a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The only Subsidiaries of the Company are (ai) the Subsidiaries listed in Exhibit 21 21.1 to the Company’s Form 10-KK for the year ended December 31, 2023 and (bii) certain other Subsidiaries which, when considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-~~X, and (c) the Subsidiaries listed on Schedule II hereto.~~X. (pl) The ~~Notes~~ Securities have been duly and validly authorized for issuance and sale pursuant to ~~the Initial Purchaser~~ this Agreement and, when ~~executed and authenticated in accordance with the provisions of the Indenture~~ issued and delivered by the Company pursuant to this Agreement against payment therefor as provided herein, will ~~have been~~ be duly ~~executed~~ and ~~delivered by~~ validly issued, fully paid and non-assessable. Upon payment of the ~~Company~~ purchase price and delivery of the Securities in accordance herewith, the Underwriters will ~~constitute the legal~~receive good, valid and ~~binding obligations of the Operating Partnership entitled to benefits of the Indenture (subject, as~~ marketable title to the ~~enforcement~~ Securities, free and clear of ~~remedies~~all security interests, ~~to applicable bankruptcy~~mortgages, ~~reorganization~~pledges, ~~insolvency~~liens, ~~moratorium or other laws affecting creditors’ rights generally from time to time in effect~~ encumbrances, claims, restrictions and ~~to general principles of equity) and will be exchangeable for Shares in accordance with their terms~~equities. The ~~Notes~~ Securities conform in all material respects to all statements and descriptions related thereto contained in the ~~Disclosure Package~~ Time of Sale Information and the ~~Final Memorandum~~Prospectus. ~~The form~~ No holder of the ~~global note~~ Securities will be subject to ~~be used to evidence~~ personal liability by reason of being such a holder and the ~~Notes will, at the Closing Date, be in due and proper form and will comply with all applicable legal requirements. The~~ issuance of the ~~Notes~~ Securities is not subject to any preemptive or other similar rights. The Shares issuable upon exchange of the Notes have been duly authorized and validly reserved for issuance upon exchange of the Notes, and, upon exchange of the Notes in accordance with their terms and the terms of the Indenture, will be issued free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and the Company has reserved shares sufficient in number to meet the current exchange requirements (assuming all conditions to such exchange have been satisfied) based on the Exchange Rate (as defined in the Indenture) in effect as of the time of purchase and as of each additional time of purchase and such Shares, when so issued upon such exchange in accordance with the terms of the Notes and of the Indenture, will be duly and validly issued, fully paid and non-assessable; and the certificates for such Shares will be in due and proper form and will comply with all applicable legal requirements. (Ai) This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities; (Bii) the ~~Operating Partnership~~ SLG OP Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (C) the Reckson Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (Diii) each of the limited liability operating agreements, stockholders’ agreements or similar joint venture agreements of the Joint Venture Entities (the “Joint Venture Agreements”) has been duly and validly authorized, executed and delivered by the parties thereto that are affiliates of the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; and (Eiv) none of the Transaction Entities or any Subsidiary that holds any interest in any of the Joint Venture Entities is in default under any of the Joint Venture Agreements nor, to the knowledge of the Transaction Entities, is any third-party holder of interests in any of the Joint Venture Entities in default under any of the Joint Venture ~~Agreements~~Agreements except, with respect to this clause (iv), for any such default that would not have a Material Adverse Effect. (rn) The ~~Indenture has been duly authorized and~~execution, ~~assuming due authorization, execution~~ delivery and ~~delivery thereof~~ performance of this Agreement by the Trustee, when executed and delivered by the Operating Partnership and the Company, will constitute a legal, valid and binding instrument enforceable against the Operating Partnership and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (s) The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the Company and the Initial Purchaser, will be a legal, valid and binding agreement each of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (t) The Company satisfies (A) all conditions for use of a registration statement on Form S-3 under the Securities Act, including without limitation, (i) the registrant requirements of General Instruction I.A of Form S-3 under the Securities Act and (ii) to register the Shares issuable upon exchange of the Notes, for resale in the manner contemplated by the DiscloT

Appears in 1 contract

Sources: Underwriting Agreement (Sl Green Operating Partnership, L.P.)

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date ~~hereof~~ hereof, as of the Time of Sale and as of ~~the~~ each Closing ~~Date:~~Date (as hereinafter defined): (a) ~~The~~ No order preventing or suspending the use of any Preliminary ~~Memorandum~~Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the ~~date thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the~~ time of ~~execution of this Agreement and on the Closing Date, the Final Memorandum did not and will not (and any amendment or supplement thereto, at the date~~ filing thereof, and at the Closing Date, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made 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 written information furnished to the Transaction Entities by the Initial Purchaser specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser consists of the information set forth in Exhibit A hereto. (b) The documents incorporated by reference or deemed to be incorporated in the Disclosure Package or the Final Memorandum at the time they were or hereafter are filed with the Commission, or at the time such document became or will become effective, as applicable, complied in all material respects with the ~~requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the “Exchange~~ Securities Act ~~Regulations”)~~ and did not ~~and will not contain an~~ contain, at the time of filing thereof, 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by any Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Exhibit A hereto. (b) The Time of Sale Information, at the Time of Sale, did 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 Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by any Underwriter expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Exhibit A hereto. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom. (c) ~~The Disclosure Package~~ Neither the Transaction Entities, nor any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on any of their behalf (other than the Underwriters, as to whom each of the Transaction Entities makes no representation or warranty), has prepared, made, used, authorized, approved or distributed and none will prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by any Transaction Entity or any Affiliate (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) each document listed on Schedule I hereto, (v) any electronic road show and (vi) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, and does not or will not conflict with information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Time of Sale Information filed prior to first use of such Issuer Free Writing Prospectus, did not, as of the ~~Applicable~~ Time of Sale, 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 Transaction Entities make no representations and ~~does not~~warranties with respect to any statements in or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by any Underwriter expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Exhibit A hereto. (d) The Company meets the requirements for use of Form S-3 under the Securities Act as of the applicable effective date of the Registration Statement and any amendment thereto, as of the ~~time~~ applicable filing date of ~~execution~~ the Prospectus Supplement and any amendments thereto and will meet such requirements as of ~~this Agreement~~each Closing Date (as defined in Section 4(b)); 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, such Registration Statement and any post-effective amendment thereto became effective upon filing 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 Transaction Entities. 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 any Transaction Entity 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 and any amendment thereto complied and will comply in all material respects with the Securities 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 each Closing Date, the Prospectus 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no ~~representation~~ representations and warranties with respect to any statements or ~~warranty is~~ omissions made ~~as to information contained in or omitted from the Disclosure Package~~ in reliance upon and in conformity with ~~written~~ information relating to any Underwriter furnished to the ~~Company~~ Transaction Entities in writing by any Underwriter expressly for use in the ~~Initial Purchaser specifically for inclusion therein~~Registration Statement and the Prospectus and any amendment or supplement thereto, ~~which~~ it being understood and agreed that the only such information ~~is specified~~ furnished by any Underwriter consists of the information described in Exhibit A hereto. (de) ~~None~~ The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, complied in all material respects to the requirements of the ~~Operating Partnership~~Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or 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 ~~Company~~Prospectus or the Time of Sale Information, ~~their Affiliates~~when such documents become effective or are filed with the Commission, ~~or any person acting on their behalf has directly or indirectly~~as the case may be, ~~made offers or sales of any security, or solicited offers~~ will comply in all material respects to ~~buy, any security under circumstances that would require~~ the ~~registration~~ requirements of the ~~Notes~~ Securities Act or the ~~Shares under~~ Exchange Act, as applicable, 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 to make the ~~Securities Act. (e) None~~ statements therein, in the light of the ~~Operating Partnership~~circumstances under which they were made, the Company, their Affiliates, or any person acting on their behalf has: (i) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes or (ii) engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes or the Sharesnot misleading. (f) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (g) The Company has been advised by the NASD’s PORTAL Market that the Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD. (h) No registration under the Securities Act of the Notes or the Shares is required for the offer and sale of the Notes to or by the Initial Purchaser in the manner contemplated herein, in the Disclosure Package and the Final Memorandum. (i) The Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a material adverse effect on the condition, financial or otherwise, business, prospects, operations, management, consolidated financial position, net worth, stockholders’ equity or results of operations of the Transaction Entities, the Subsidiaries and the Joint Venture Entities considered as one enterprise or on the use or value of the Properties (as hereinafter defined) as a whole (collectively, a “Material Adverse Effect”), and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is ~~engaged~~ engaged, and to enter into and perform its obligations under this Agreement to which it is a party. (jg) The Company has an authorized capitalization as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, and all of the issued capital stock of the Company ~~(other than the Shares) have~~ has been duly and validly authorized and issued, ~~are~~ is fully paid and non-assessable, ~~have~~ has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the ~~Operating Partnership or the~~ Company, and ~~conform~~ conforms to the description thereof contained in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. Except as disclosed in the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, (i) no shares of capital stock of the Company are reserved for any ~~purpose~~purpose other than pursuant to conversion, exchange or redemption of equity interests in SLG OP (“Units”), (ii) except for the ~~equity interest in the Operating Partnership (“~~Units”), there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii) there are no outstanding options, rights (preemptive or otherwise), ) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company, and (iv) the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Notes or the Shares. The Shares have been duly authorized and, when issued upon exchange of the Notes, will be validly issued, fully paid and non-assessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such Shares for issuance upon exchange of the Notes. (kh) ~~The Operating Partnership~~ SLG OP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. The Company is the sole general partner of ~~the Operating Partnership~~SLG OP. The Agreement of Limited Partnership of ~~the Operating Partnership~~SLG OP, as amended (the “~~Operating Partnership~~ SLG OP Agreement”) ), is in full force and effect, and the aggregate percentage interests of the Company and outside limited partners in ~~the Operating Partnership~~ SLG OP are substantially as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. (l) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the Operating Partnership. Except as disclosed in the Disclosure Package and the Final Memorandum, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of the Operating Partnership. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the Disclosure Package and the Final Memorandum. (m) The statements in the Preliminary Memorandum and the Final Memorandum under the headings “U.S. Federal Income Tax Considerations”, “Description of Notes”, “Description of Common Stock” and “Plan of Distribution” fairly summarize the matters therein described. (ni) Reckson ~~Operating Partnership, L.P. (the “Reckson Operating Partnership”)~~ OP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged. ~~A wholly~~ Wyoming Acquisition GP LLC, a Delaware limited liability company (“Wyoming”), a wholly-owned subsidiary of ~~the Company~~ SLG OP, is the sole general partner of ~~the~~ Reckson ~~Operating Partnership~~OP, and ~~the Company indirectly~~ SLG OP owns 100% of the limited partner interests of Reckson ~~Operating Partnership~~OP. The Agreement of Limited Partnership of ~~the~~ Reckson ~~Operating Partnership~~OP, as amended (the “Reckson ~~Operating Partnership~~ OP Agreement”) is in full force and effect. (oj) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of SLG OP. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of SLG OP. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the Registration Statement, the Time of Sale Information and the Prospectus. (k) The ~~Operating Partnership~~ statements in the Registration Statement, the Time of Sale Information and the Prospectus under the headings “Material United States Federal Income Tax Consequences” and “Supplemental Material United States Federal Income Tax Consequences,” when taken together, “Description of Series I Preferred Stock,” “Description of Preferred Stock,” “Certain Anti-Takeover Provisions of Maryland Law,” “Restrictions on Ownership of Capital Stock” and “Underwriting” accurately and fairly summarize the matters therein described and legal conclusions with respect to such matters. (l) SLG OP and Reckson ~~Operating Partnership~~ OP are the only Subsidiaries that ~~are~~ constitute a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The only Subsidiaries of the Company are (a) the Subsidiaries listed in Exhibit 21 21.1 to the Company’s Form 10-KK for the year ended December 31, 2011 and (b) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-~~X, and (c) the Subsidiaries listed on Schedule II hereto.~~X. (pm) The ~~Notes~~ Securities have been duly and validly authorized for issuance and sale pursuant to ~~the Initial Purchaser~~ this Agreement and, when ~~executed and authenticated in accordance with the provisions of the Indenture~~ issued and delivered by the Company pursuant to this Agreement against payment therefor as provided herein, will ~~have been~~ be duly ~~executed~~ and ~~delivered by~~ validly issued, fully paid and non-assessable. Upon payment of the ~~Company~~ purchase price and delivery of the Securities in accordance herewith, the Underwriters will ~~constitute the legal~~receive good, valid and ~~binding obligations~~ marketable title to the Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims, restrictions and equities. The Securities conform to the provisions of the ~~Operating Partnership entitled~~ Articles Supplementary to ~~benefits~~ the Company’s charter setting forth the terms of the ~~Indenture~~ Securities (~~subject, as to~~ the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity“Articles Supplementary”) and ~~will be exchangeable for Shares~~ the relative rights, preferences, interests and powers of such Securities are as set forth in ~~accordance with their terms~~the Articles Supplementary. The ~~Notes~~ Securities conform in all material respects to all statements and descriptions related thereto contained in the ~~Disclosure Package~~ Time of Sale Information and the ~~Final Memorandum~~Prospectus. No holder of the Securities will be subject to personal liability by reason of being such a holder and the issuance of the Securities is not subject to any preemptive or other similar rights. The form of the ~~global note~~ certificates to be used to evidence the ~~Notes~~ Securities will, at the First Closing Date, be in due and proper form and will comply with all applicable legal ~~requirements. The issuance of the Notes is not subject to any preemptive or other similar rights. The Shares issuable upon exchange of the Notes have been duly authorized~~ requirements and validly reserved for issuance upon exchange of the Notes, and, upon exchange of the Notes in accordance with their terms and the terms of the Indenture, will be issued free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and the Company has reserved shares sufficient in number to meet the current exchange requirements (assuming all conditions to such exchange have been satisfied) based on the Exchange Rate (as defined in the Indenture) in effect as of the time of purchase and as of each additional time of purchase and such Shares, when so issued upon such exchange in accordance with the terms of the Notes and of the Indenture, will be duly and validly issued, fully paid and non-assessable; and the certificates for such Shares will be in ~~due and proper~~ substantially the form ~~and will comply with all applicable legal requirements~~filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. (Ai) This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities; (Bii) the ~~Operating Partnership Agreement has been~~ Articles Supplementary will be, on or prior to the First Closing Date, duly ~~and validly~~ authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (C) the Reckson Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (D) each of the limited liability operating agreements, stockholders’ agreements or similar joint venture agreements of the Joint Venture Entities (the “Joint Venture Agreements”) has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; and (E) none of the Transaction Entities or any Subsidiary that holds any interest in any of the Joint Venture Entities is in default under any of the Joint Venture Agreements nor, to the knowledge of the Transaction Entities, is any third-party holder of interests in any of the Joint Venture Entities in default under any of the Joint Venture Agreements. (r) The Indenture has been duly authorized and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Operating Partnership and the Company, will constitute a legal, valid and binding instrument enforceable against the Operating Partnership and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (s) The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the Company and the Initial Purchaser, will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (t) The Company satisfies (A) all conditions for use of a registration statement on Form S-3 under the Securities Act, including without limitation, (i) the registrant requirements of General Instruction I.A of Form S-3 under the Securities Act and (ii) to register the Shares issuable upon exchange of the Notes, for resale in the manner contemplated by the Disclo

Appears in 1 contract

Sources: Underwriting Agreement (Sl Green Realty Corp)

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date ~~hereof~~ hereof, as of the Time of Sale and as of ~~the~~ each Closing ~~Date:~~Date (as hereinafter defined): (a) ~~The Preliminary Memorandum~~No order preventing or suspending the use of any Prospectus has been issued by the Commission, and each Prospectus, at the ~~date thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the~~ time of ~~execution of this Agreement and on the Closing Date, the Final Memorandum did not and will not (and any amendment or supplement thereto, at the date~~ filing thereof, and at the Closing Date, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made 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 written information furnished to the Transaction Entities by the Initial Purchaser specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser consists of the information set forth in Exhibit A hereto. (b) The documents incorporated by reference or deemed to be incorporated in the Disclosure Package or the Final Memorandum at the time they were or hereafter are filed with the Commission, or at the time such document became or will become effective, as applicable, complied in all material respects with the ~~requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the “Exchange~~ Securities Act ~~Regulations”)~~ and did not ~~and will not contain an~~ contain, at the time of filing thereof, 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Transaction Entities in writing by the Underwriter expressly for use in any Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described in Exhibit A hereto. (b) The Time of Sale Information, at the Time of Sale, did 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 Transaction Entities make no representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Transaction Entities in writing by the Underwriter expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described in Exhibit A hereto. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom. (c) ~~The Disclosure Package~~ Neither the Transaction Entities, nor any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on any of their behalf (other than the Underwriter, as to whom each of the Transaction Entities makes no representation or warranty), has prepared, made, used, authorized, approved or distributed and none will prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by any Transaction Entity or any Affiliate (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 Pricing Prospectus, (iii) the Prospectus, (iv) each document listed on Schedule I hereto, (v) any electronic road show and (vi) any other written communications approved in writing in advance by the Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, and does not or will not conflict with information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Time of Sale Information filed prior to first use of such Issuer Free Writing Prospectus, did not, as of the ~~Applicable~~ Time of Sale, 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 Transaction Entities make no representations and ~~does not~~warranties with respect to any statements in or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Transaction Entities in writing by the Underwriter expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described in Exhibit A hereto. (d) The Company meets the requirements for use of Form S-3 under the Securities Act as of the applicable effective date of the Registration Statement and any amendment thereto, as of the ~~time~~ applicable filing date of ~~execution~~ the Prospectus Supplement and any amendments thereto and will meet such requirements as of ~~this Agreement~~each Closing Date (as defined in Section 4(b)); 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, such Registration Statement and any post-effective amendment thereto became effective upon filing 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 Transaction Entities. 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 any Transaction Entity 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 and any amendment thereto complied and will comply in all material respects with the Securities 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 each Closing Date, the Prospectus 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, in the light of the circumstances under which they were made, not misleading; provided that the Transaction Entities make no ~~representation~~ representations and warranties with respect to any statements or ~~warranty is~~ omissions made ~~as to information contained in or omitted from the Disclosure Package~~ in reliance upon and in conformity with ~~written~~ information relating to the Underwriter furnished to the ~~Company~~ Transaction Entities in writing by the ~~Initial Purchaser specifically~~ Underwriter expressly for ~~inclusion therein~~use in the Registration Statement and the Prospectus and any amendment or supplement thereto, ~~which~~ it being understood and agreed that the only such information ~~is specified~~ furnished by the Underwriter consists of the information described in Exhibit A hereto. (de) ~~None~~ The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, complied in all material respects to the requirements of the ~~Operating Partnership~~Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or 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 ~~Company~~Prospectus or the Time of Sale Information, ~~their Affiliates~~when such documents become effective or are filed with the Commission, ~~or any person acting on their behalf has directly or indirectly~~as the case may be, ~~made offers or sales of any security, or solicited offers~~ will comply in all material respects to ~~buy, any security under circumstances that would require~~ the ~~registration~~ requirements of the ~~Notes~~ Securities Act or the ~~Shares under~~ Exchange Act, as applicable, 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 to make the ~~Securities Act. (e) None~~ statements therein, in the light of the ~~Operating Partnership~~circumstances under which they were made, the Company, their Affiliates, or any person acting on their behalf has: (i) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes or (ii) engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes or the Sharesnot misleading. (f) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (g) The Company has been advised by the NASD’s PORTAL Market that the Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD. (h) No registration under the Securities Act of the Notes or the Shares is required for the offer and sale of the Notes to or by the Initial Purchaser in the manner contemplated herein, in the Disclosure Package and the Final Memorandum. (i) The Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a material adverse effect on the condition, financial or otherwise, business, prospects, operations, management, consolidated financial position, net worth, stockholders’ equity or results of operations of the Transaction Entities, the Subsidiaries and the Joint Venture Entities considered as one enterprise or on the use or value of the Properties (as hereinafter defined) as a whole (collectively, a “Material Adverse Effect”), and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is ~~engaged~~ engaged, and to enter into and perform its obligations under this Agreement to which it is a party. (jg) The Company has an authorized capitalization as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, and all of the issued capital stock of the Company ~~(other than the Shares) have~~ has been duly and validly authorized and issued, ~~are~~ is fully paid and non-assessable, ~~have~~ has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the ~~Operating Partnership or the~~ Company, and ~~conform~~ conforms to the description thereof contained in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. Except as disclosed in the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus, (i) no shares of capital stock of the Company are reserved for any ~~purpose~~purpose other than pursuant to conversion, exchange or redemption of equity interests in SLG OP (“Units”) and those shares that may be issued pursuant to the Sale-Purchase Agreement, dated August 12, 2013 (the “Sale-Purchase Agreement”), by and among Blue Chip West 33-34 LLC, Careit Penmark Limited Partnership, Public Sector Pension Investment Board and SLG 315 West LLC, (ii) except for the ~~equity interest in the Operating Partnership (“~~Units”), there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii) there are no outstanding options, rights (preemptive or otherwise), ) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company, and (iv) the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Notes or the Shares. The Shares have been duly authorized and, when issued upon exchange of the Notes, will be validly issued, fully paid and non-assessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such Shares for issuance upon exchange of the Notes. (kh) ~~The Operating Partnership~~ SLG OP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. The Company is the sole general partner of ~~the Operating Partnership~~SLG OP. The Agreement of Limited Partnership of ~~the Operating Partnership~~SLG OP, as amended (the “~~Operating Partnership~~ SLG OP Agreement”) ), is in full force and effect, and the aggregate percentage interests of the Company and outside limited partners in ~~the Operating Partnership~~ SLG OP are substantially as set forth in each of the ~~Disclosure Package~~ Registration Statement, the Time of Sale Information and the ~~Final Memorandum~~Prospectus. (l) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of the Operating Partnership. Except as disclosed in the Disclosure Package and the Final Memorandum, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of the Operating Partnership. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the Disclosure Package and the Final Memorandum. (m) The statements in the Preliminary Memorandum and the Final Memorandum under the headings “U.S. Federal Income Tax Considerations”, “Description of Notes”, “Description of Common Stock” and “Plan of Distribution” fairly summarize the matters therein described. (ni) Reckson ~~Operating Partnership, L.P. (the “Reckson Operating Partnership”)~~ OP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged. ~~A wholly~~ Wyoming Acquisition GP LLC, a Delaware limited liability company (“Wyoming”), a wholly-owned subsidiary of ~~the Company~~ SLG OP, is the sole general partner of ~~the~~ Reckson ~~Operating Partnership~~OP, and ~~the Company indirectly~~ SLG OP owns 100% of the limited partner interests of Reckson ~~Operating Partnership~~OP. The Agreement of Limited Partnership of ~~the~~ Reckson ~~Operating Partnership~~OP, as amended (the “Reckson ~~Operating Partnership~~ OP Agreement”) is in full force and effect. (oj) All issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and not in violation of the preemptive or other similar rights of any security holder of SLG OP. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, no Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of SLG OP. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in each of the Registration Statement, the Time of Sale Information and the Prospectus. (k) The ~~Operating Partnership~~ statements in the Registration Statement, the Time of Sale Information, the Prospectus and the Company’s Current Report on Form 8-K, filed on July 25, 2013 (the “8-K”), under the headings “Material United States Federal Income Tax Consequences,” and “Certain Supplemental United States Federal Income Tax Consequences,” when taken together with, “Description of Common Stock,” “Certain Anti-Takeover Provisions of Maryland Law,” “Restrictions on Ownership of Capital Stock” and “Underwriting” accurately and fairly summarize the matters therein described and legal conclusions with respect to such matters. (l) SLG OP and Reckson ~~Operating Partnership~~ OP are the only Subsidiaries that ~~are~~ constitute a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The only Subsidiaries of the Company are (a) the Subsidiaries listed in Exhibit 21 21.1 to the Company’s Form 10-KK for the year ended December 31, 2012 and (b) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-~~X, and (c) the Subsidiaries listed on Schedule II hereto.~~X. (pm) The ~~Notes~~ Securities have been duly and validly authorized for issuance and sale pursuant to ~~the Initial Purchaser~~ this Agreement and, when ~~executed and authenticated in accordance with the provisions of the Indenture~~ issued and delivered by the Company pursuant to this Agreement against payment therefor as provided herein, will ~~have been~~ be duly ~~executed~~ and ~~delivered by~~ validly issued, fully paid and non-assessable. Upon payment of the ~~Company~~ purchase price and delivery of the Securities in accordance herewith, the Underwriter will ~~constitute the legal~~receive good, valid and ~~binding obligations of the Operating Partnership entitled to benefits of the Indenture (subject, as~~ marketable title to the ~~enforcement~~ Securities, free and clear of ~~remedies~~all security interests, ~~to applicable bankruptcy~~mortgages, ~~reorganization~~pledges, ~~insolvency~~liens, ~~moratorium or other laws affecting creditors’ rights generally from time to time in effect~~ encumbrances, claims, restrictions and ~~to general principles of equity) and will be exchangeable for Shares in accordance with their terms~~equities. The ~~Notes~~ Securities conform in all material respects to all statements and descriptions related thereto contained in the ~~Disclosure Package~~ Time of Sale Information and the ~~Final Memorandum~~Prospectus. ~~The form~~ No holder of the ~~global note~~ Securities will be subject to ~~be used to evidence~~ personal liability by reason of being such a holder and the ~~Notes will, at the Closing Date, be in due and proper form and will comply with all applicable legal requirements. The~~ issuance of the ~~Notes~~ Securities is not subject to any preemptive or other similar rights. The Shares issuable upon exchange of the Notes have been duly authorized and validly reserved for issuance upon exchange of the Notes, and, upon exchange of the Notes in accordance with their terms and the terms of the Indenture, will be issued free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and the Company has reserved shares sufficient in number to meet the current exchange requirements (assuming all conditions to such exchange have been satisfied) based on the Exchange Rate (as defined in the Indenture) in effect as of the time of purchase and as of each additional time of purchase and such Shares, when so issued upon such exchange in accordance with the terms of the Notes and of the Indenture, will be duly and validly issued, fully paid and non-assessable; and the certificates for such Shares will be in due and proper form and will comply with all applicable legal requirements. (Ai) This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities; (Bii) the ~~Operating Partnership~~ SLG OP Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (C) the Reckson Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; (D) each of the limited liability operating agreements, stockholders’ agreements or similar joint venture agreements of the Joint Venture Entities (the “Joint Venture Agreements”) has been duly and validly authorized, executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; and (E) none of the Transaction Entities or any Subsidiary that holds any interest in any of the Joint Venture Entities is in default under any of the Joint Venture Agreements nor, to the knowledge of the Transaction Entities, is any third-party holder of interests in any of the Joint Venture Entities in default under any of the Joint Venture Agreements. (r) The Indenture has been duly authorized and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Operating Partnership and the Company, will constitute a legal, valid and binding instrument enforceable against the Operating Partnership and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (s) The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the Company and the Initial Purchaser, will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (t) The Company satisfies (A) all conditions for use of a registration statement on Form S-3 under the Securities Act, including without limitation, (i) the registrant requirements of General Instruction I.A of Form S-3 under the Securities Act and (ii) to register the Shares issuable upon exchange of the Notes, for resale in the manner contemplated by the Disclorights

Appears in 1 contract

Sources: Underwriting Agreement (Sl Green Operating Partnership, L.P.)

Common use of Representations, Warranties and Agreements of the Transaction Entities Clause in Contracts