Related to SELLER HAS
Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:
REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor hereby represents and warrants to the Operating Partnership as set forth below, which representations are true and correct as of the date hereof (or such other date specifically set forth below) and as of the Closing as if made again at that time (except to the extent that any representation or warranty only speaks as of an earlier date, in which case it is true and correct as of that earlier date): Section 4.01 Due Authorization. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Contributor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Contributor, each enforceable against the Contributor, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. Section 4.02 Ownership of Contributed Interests. Prior to the Closing, the Contributor will be the owner of the Contributed Interests set forth on Schedule 1.02 and will have the power and authority to transfer, sell, assign and convey to the Operating Partnership and/or the Company, as applicable, the Contributed Interests free and clear of any Liens (other than Liens pursuant to the Organizational Documents of the Management Entities) and, upon delivery of the consideration for the Contributed Interests as provided herein, the Operating Partnership and/or the Company, as applicable, will acquire good and valid title thereto, free and clear of any Liens (other than Liens pursuant to the Organizational Documents of the Management Entities). Section 4.03 Consents and Approvals. Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or authorization of, or filing with, any Person (other than Paramount Group, Inc., a Delaware corporation (“PGI Delaware”), or any of its Affiliates) or Governmental Authority or under any applicable Laws is required to be obtained by the Contributor in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Section 4.04 Solvency. The Contributor has been and will be solvent at all times prior the transfer of the Contributed Interests to the Operating Partnership and the Company. No bankruptcy or similar insolvency proceeding has been filed or is currently contemplated by the Contributor. Section 4.05 Litigation As of the date hereof, there is no action, suit or proceeding pending or, to the Contributor’s knowledge, threatened against the Contributor which challenges or impairs the ability of the Contributor to execute or deliver, or perform its obligations under this Agreement or to consummate the transactions contemplated hereby. Section 4.06 Investment. The Contributor acknowledges that the offering and issuance of the Consideration are intended to be exempt from registration under the Securities Act and that the Operating Partnership’s and the Company’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Contributor contained herein. In furtherance thereof, the Contributor represents and warrants to the Operating Partnership and the Company as follows:
Representations and Warranties of Contributor Contributor represents and warrants to and covenants with the Operating Partnership as provided in Exhibit D attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein. Contributor hereby agrees promptly to give the Operating Partnership written notice upon obtaining actual knowledge of any information which makes any representation or warranty made by Contributor hereunder untrue, and in any event to give written notice within five (5) business days of obtaining actual knowledge of such information.
Warranties Disclaimers 10 保証、免責事項。
Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:
REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:
Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING SELLER Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:
Representations and Warranties True at Closing The representations and warranties of Cybertel contained in this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true in all material respects and shall survive the Closing.