Common use of Representations and Warranties by the Partners Clause in Contracts

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner does not, and for so long as it is Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent (5%) limits set forth in clause (ii) of the immediately preceding sentence; provided, however, that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, ten percent (10%) or more of the stock described in clause (ii) (a) of the immediately preceding sentence or ten percent (10%) or more of the assets or net profits described in clause (ii) (b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a “foreign partner” within the meaning of Code Section 1446(e), (iii) such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, member and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent limits (5%) limits set forth in clause (iiiii) of the immediately preceding sentence; provided, however, provided that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, more than ten percent (10%) or more of the stock described in clause (ii) (aiii)(a) of the immediately preceding sentence or more than ten percent (10%) or more of the assets or net profits described in clause (ii) (biii)(b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner is neither a “foreign person,” within the meaning of Code Section 1445(f) nor a “foreign partner,” within the meaning of Code Section 1446(e), (iii) such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member member, or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent limits (5%) limits set forth in clause (iiiii) of the immediately preceding sentence; provided, however, provided that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, more than ten percent (10%) or more of the stock described in clause (ii) (aiii)(a) of the immediately preceding sentence or more than ten percent (10%) or more of the assets or net profits described in clause (ii) (biii)(b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s 's property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner does not, and for so long as it is Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s 's obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent (5%) limits set forth in clause (ii) of the immediately preceding sentence; provided, however, that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, more than ten percent (10%) or more of the stock described in clause (ii) (a) of the immediately preceding sentence or more than ten percent (10%) or more of the assets or net profits described in clause (ii) (b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “"foreign person” " within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s 's property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iii) such Partner does not, and for so long as it is Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, member and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent limits (5%) limits set forth in clause (iiiii) of the immediately preceding sentence; provided, however, provided that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, more than ten percent (10%) or more of the stock described in clause (iiiii) (a) of the immediately preceding sentence or more than ten percent (10%) or more of the assets or net profits described in clause (iiiii) (b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner and each Investor that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s 's property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iii) such Partner does not, and for so long as it is Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the WEA, any Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partnerwith respect to WEA, (II) the Partnership or (III) any partnership, venture or limited liability company of which WEA, the General Partner, any Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), ) with respect to the Special Limited Partner, WEA or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the WEA, any Special Limited Partner or any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) of the Special Limited Partnerwith respect to WEA, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the WEA, any Special Limited Partner, any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)), ) with respect to the Special Limited Partner, WEA or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, member and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent limits (5%) limits set forth in clause (iiiii) of the immediately preceding sentence; provided, however, provided that the Partner obtains the -------- written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the -------- ------- Partner own, directly or indirectly, more than ten percent (10%) or more of the stock described in clause (iiiii) (a) of the immediately preceding sentence or more than ten percent (10%) or more of the assets or net profits described in clause (iiiii) (b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).

Representations and Warranties by the Partners. A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner, Additional General Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner, Additional General Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a “foreign partner” within the meaning of Code Section 1446(e), (iii) such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total value number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner), (II) the Partnership or (III) any partnership, venture or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) the Special Limited Partner or any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of the Special Limited Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the Special Limited Partner, any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), with respect to the Special Limited Partner, or the Partnership is a partner or member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, each Partner that is an individual may exceed any of the five percent (5%) limits set forth in clause (ii) of the immediately preceding sentence; provided, however, that the Partner obtains the written consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; and provided, further, that in no event shall the Partner own, directly or indirectly, ten percent (10%) or more of the stock described in clause (ii) (a) of the immediately preceding sentence or ten percent (10%) or more of the assets or net profits described in clause (ii) (b) of the immediately preceding sentence. Each Partner that is an individual shall also represent and warrant to the Partnership whether such Partner is a “foreign person” within the meaning of Code Section 1445(f) or a foreign partner within the meaning of Section 1446(e).either