REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. Each of Buyer and Acquisition, jointly and severally, represents and warrants to the Company, and its successors and assigns, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. Each of Buyer and Acquisition hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. Except as set forth on the disclosure schedule delivered to the Buyer on the date hereof (the "Buyer Disclosure Schedule"), the subsection numbers of which are numbered to correspond to the subsection numbers of this Agreement to which they refer (the disclosure in any subsection to be applicable to any other subsection of this Section 4 to the extent that it can fairly be understood to so apply), the Buyer represents and warrants regarding itself and Acquisition, and Acquisition represents and warrants regarding itself, to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. SUB 34 3.1. Organization, Standing and Power of Buyer and Acquisition Sub 34 3.2. Authority; Noncontravention; Consents 35 3.3. Litigation 36 3.4. Broker 36 3.5. State Takeover Statutes 36 3.6. Financing 36 3.7. Disclaimer; Buyer’s Knowledge; Disclosure; Material Adverse Effect 36 ARTICLE IV - COVENANTS 37 4.1. Conduct of Seller’s Business Pending Merger 37 4.2. No Solicitation 41 ARTICLE V - ADDITIONAL COVENANTS 42 5.1. Preparation of Proxy Statement; Seller Stockholders Meeting 42 5.2. Due Diligence Period 42 5.3. Confidentiality 45 5.4. Reasonable Best Efforts; Further Action 46 5.5. Certain Tax Matters 46 5.6. Public Announcements 48 5.7. Resignations 48 5.8. Novation of Purchase Agreements 48 5.9. Use of Name 48 5.10. Interim Financial Statements 48 5.11. Termination of Certain Agreements; Insurance 48 5.12. Post-Closing Adjustment Escrow 49 5.13. Capital Contributions 49 5.14. Mortgage Loan Application 49 ARTICLE VI - CONDITIONS 50 6.1. Conditions to Each Party’s Obligation to Effect the Merger 50 6.2. Conditions to Obligations of Buyer and Acquisition Sub 50 6.3. Conditions to Obligations of Seller 53 ARTICLE VII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 55 7.1. Survival 55 7.2. Indemnification by the Stockholders 55 7.3. Indemnification by Buyer 58 7.4. Treatment of Indemnity Payments 60 7.5. Remedies Exclusive 60 ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER 61 8.1. Termination 61 8.2. Effect of Termination 62 8.3. Expense Reimbursement 62 8.4. Amendment 63 8.5. Extension; Waiver 63 ARTICLE IX - GENERAL PROVISIONS 63 9.1. Notices 63 9.2. Interpretation 65 9.3. Counterparts 65 9.4. Entire Agreement; No Third-Party Beneficiaries 65 9.5. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 65 9.6. Assignment 66 9.7. Enforcement 66 9.8. Severability 67 9.9. Expenses 67 9.10. Execution by Officer of Seller 68 9.11. Execution by Officer of Buyer 68 9.12. Execution by Officer of Acquisition Sub 68 INDEX OF EXHIBITS EXHIBITS EXHIBIT A Articles of Merger EXHIBIT B Put/Call Agreement EXHIBIT C Deposit Escrow Agreement EXHIBIT D Escrow Agreement EXHIBIT E Form of Side Letter Agreement EXHIBIT F Permitted Exceptions EXHIBIT G Form of Release EXHIBIT H Form of Tenant Estoppel Certificate EXHIBIT I Form of Ground Lessor Estoppel Certificate EXHIBIT J Form of Lender Estoppel Certificate EXHIBIT K Certain Leases EXHIBIT L Baltimore and Columbus Developments EXHIBIT M Form of Second Amended and Restated Limited Partnership Agreement ...
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. The Buyer and Acquisition represent and warrant to the Company that the statements contained in this Article IV are correct and complete as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION. 37 Section 5.1 Due Organization, Good Standing and Corporate Power................................... 37 Section 5.2 Authorization and Validity of Agreement............................................... 37 Section 5.3 Consents and Approvals; No Violations................................................. 38 Section 5.4 Offer Documents, Schedule 14D-9 and Proxy Statement................................... 38 Section 5.5 Proxy Statement....................................................................... 38 Section 5.6 Broker's or Finder's Fee.............................................................. 39 Section 5.7 Acquisition's Operations.............................................................. 39 Section 5.8 Financing............................................................................. 39 ARTICLE VI TRANSACTIONS PRIOR TO CLOSING DATE................................................................. 40
REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION
