Common use of Acquiror Clause in Contracts

Acquiror. Acquiror represents and warrants to Contributor that the following matters are true as of the Contract Date and shall be true as of the Closing Date: 8.3.1. The Acquiror has been at all times, and presently intends to continue to be, classified as a partnership or a publicly traded partnership taxable as a partnership for federal income tax purposes and not an association taxable as a corporation or a publicly traded partnership taxable as a corporation. 8.3.2. Acquiror is a limited partnership duly authorized and validly existing under Minnesota law, and the person(s) signing this Agreement on behalf of Acquiror has the power and authority to enter into and perform this Agreement in accordance with its terms; and at the Closing, Acquiror’s execution and delivery of this Agreement and the consummation of the transaction described herein will have been duly authorized by all appropriate actions and proceedings. The representations and warranties made in this Agreement by Contributor and in this Section 8.3 by Acquiror shall be deemed remade by Contributor or Acquiror, as the case may be, as of the Closing Date with the same force and effect as if, in fact, specifically remade at that time. Except for the representations and warranties made by Contributor that are contained in Sections 8.2.14, which shall survive the Closing indefinitely, all representations and warranties made in this Agreement by Contributor or Acquiror shall survive the Closing for a period of two years. None of the representations and warranties made by Contributor and Acquiror shall merge into any instrument of conveyance delivered at the Closing. As used in this Agreement with respect to any representation or warranty, the “knowledge” of Contributor refers to the knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”), who, individually and in the aggregate, shall be charged with making reasonable inquiries as to the accuracy thereof to their partners, fellow shareholders and fellow members, as the case may be, and to the partners, officers, employees, managers, contractors, agents and representatives of Contributor and its member, as the case may be, and the actual and constructive knowledge of such parties will be imputed to the Executive. Notwithstanding anything to the contrary contained in this Agreement, the effect of the representations and warranties made in this Agreement by Contributor shall not be diminished, abrogated or deemed to be waived by any inspections or investigations made by or on behalf of Acquiror or Subsidiary, as applicable,.