No Rights to Purchase. Except for this Agreement, Contributor has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to the terms of the Lease. As used herein the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxx, the Senior Vice President of Xxxxxxxx Development Group, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributor. All representations and warranties made in this Agreement by Contributor shall survive the Closing for a period of eighteen (18) months (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP gives Contributor written notice prior to the expiration of said eighteen (18) month period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of Contributor. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against Contributor with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP obtains a final and non-appealable judgment against Contributor which remains unpaid for a period of thirty (30) days, then Contributor agrees that GIPLP shall have the right to trace the Contribution Consideration to the extent necessary to satisfy such claim. Contributor acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLP) and hold harmless GIPLP and its subsidiaries, affiliates, officers, directors, agents, employees, successors and ...
No Rights to Purchase. Seller is the owner of the Property. No person, other than Buyer, and Tenant under the Lease has any right, agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property. To the best of Seller’s knowledge, and other than as set forth in the Title Evidence, no party other than Seller has or claims any unrecorded or undisclosed legal or equitable interest in the Property other than Tenant under the Lease.
No Rights to Purchase. No Person, other than Buyer, has any right, agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property (other than the rights of Tenants to lease portions of the Property, as tenants only and without the right to purchase any portion of the Property, pursuant to the Leases).
No Rights to Purchase. Except for this Agreement, Seller has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property.
No Rights to Purchase. Except as set forth in the Delivered Records or Exhibit D, no other person, firm, corporation, or other entity has any right of first refusal or option to acquire the Property or any portion thereof or lease any space therein.
No Rights to Purchase. Seller has not granted any Person, other than Buyer, any right, agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property.
No Rights to Purchase. No Shareholder or Manager has any written or oral agreement, option, warrant, call, commitment to sell any shares of any capital stock of the Company.
No Rights to Purchase. Except as set forth in Exhibit E, no ---------------------- other Person has any right of first refusal or option to acquire such Seller's Property or any portion thereof or lease any space therein.
No Rights to Purchase. No tenant or other occupant under any of the Space Leases, no licensor or other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof (other than the Township's right to acquire the Water System, if any) or lease or occupy any space, except as specified in the Space Leases. Notwithstanding the foregoing, from the Effective Closing Date until the Closing Date, Seller shall have the right to continue to sell real estate in accordance with Sales Contracts as part of its on-going "retail" real estate sales program at market prices.
No Rights to Purchase. Except for the Acquiror Company’s right to acquire from the Shareholders the Shares which are being transferred hereunder, there do not now exist any stock or other options, warrants or rights of any nature or kind whatsoever, actual, contingent or executory, for the purchase, sale or transfer of any of the securities in the capital of the Company which are owned by the Shareholders.
