REPRESENTATIONS AND WARRANTIES OF THE REIT. II PARTIES 47 Section 5.1 Organization and Qualification; Subsidiaries 48 Section 5.2 Authority 49 Section 5.3 No Conflict; Required Filings and Consents 50 Section 5.4 Capital Structure 51 Section 5.5 SEC Documents; Financial Statements; Sxxxxxxx-Xxxxx Act; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws 52 Section 5.6 Absence of Certain Changes or Events 54 Section 5.7 No Undisclosed Liabilities 55 Section 5.8 Permits; Compliance with Law 55 Section 5.9 Litigation 55 Section 5.10 Properties 56 Section 5.11 Environmental Matters 56 Section 5.12 Material Contracts 57 Section 5.13 Taxes 59 Section 5.14 Benefit Plans 62 Section 5.15 Intellectual Property 63 Section 5.16 Insurance 63 Section 5.17 Related Party Transactions 64 Section 5.18 Brokers 64 Section 5.19 Takeover Statutes 64 Section 5.20 Ownership of Merger Sub; No Prior Activities 64 Section 5.21 Information Supplied 65 Section 5.22 Financing 65 Section 5.23 No Other Representations and Warranties 65
REPRESENTATIONS AND WARRANTIES OF THE REIT. I PARTIES Except as set forth in (a) the disclosure letter prepared by the REIT I Parties and delivered by the REIT I Parties to the REIT II Parties at or prior to the execution and delivery of this Agreement (the “REIT I Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the REIT I Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not 21
REPRESENTATIONS AND WARRANTIES OF THE REIT. II PARTIES Except (a) as set forth in the disclosure letter prepared by the REIT II Parties and delivered by the REIT II Parties to the REIT I Parties at or prior to the execution and delivery of this Agreement (the “REIT II Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the REIT II Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the REIT II Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the REIT II Disclosure Letter is intended to broaden the scope of any representation or warranty of the REIT II Parties made herein) or (b) as disclosed in the REIT II SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after December 31, 2017 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such REIT II SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the REIT II SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which 39
REPRESENTATIONS AND WARRANTIES OF THE REIT. The REIT hereby represents and warrants to each Forward REIT Merger Entity as follows:
REPRESENTATIONS AND WARRANTIES OF THE REIT. The REIT hereby represents and warrants to the RIF V REIT as follows:
REPRESENTATIONS AND WARRANTIES OF THE REIT. In each case except as disclosed in the REIT SEC Filings (but excluding any forward looking disclosures set forth in any "risk factors" section, any disclosures in any "forward looking statements" section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) and except where the failure of any such representations or warranties to be true and correct is a result of an action or inaction by the Manager or the Manager has Knowledge of such failure, the REIT hereby represents and warrants to the Contributors as follows, as of the Effective Date and as of the Closing Date (except as to any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), which representations and warranties shall survive the Closing to the extent provided in Section 5.01:
REPRESENTATIONS AND WARRANTIES OF THE REIT. The REIT hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE REIT. The REIT represents, warrants and covenants to the Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE REIT. The REIT hereby represents and warrants to Seller as follows as of the date of this Agreement and as of the Closing Date:
