SELLERS Clause Samples

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SELLERS. Seller represents and warrants to Purchaser as follows: 6.2.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Seller is qualified to do business in Texas, and Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conv...

SELLERS. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇

SELLERS. (i) Each Party hereby agrees, on its own behalf and on behalf of its directors, managers, officers, owners, employees and Affiliates and each of their successors and assigns (all such parties, the “Waiving Parties”), that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or any successor thereto) (“K&E”) may represent any RSI Company or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby (any such representation, the “Company Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the RSI Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of the Sellers, the Buyer, the Sponsor and the Company acknowledges that the foregoing provision applies whether or not K&E provides legal services to the RSI Companies after the Closing Date. Each of the Sellers, the Buyer, the Sponsor and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the RSI Companies and/or any director, manager, officer, owner, employee or representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the RSI Companies and is exclusively controlled by the RSI Companies and shall not pass to or be claimed by the Sellers, the Sellers’ Representative, Buyer or the Sponsor. From and after the Closing, none of the Buyer, the Sponsor, any Seller or any Person purporting to act on behalf of or through the Buyer, the Sponsor, any Seller or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Clos...

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ ----------------------------------- ▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President AMENDMENT THIS AMENDMENT (this "Amendment"), is dated as of this 17th day of April, 2003 (the "Amendment Effective Date"), by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser").

SELLERS. DCII-2601 W. Broadway Road, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCII-2005 East Technology Circle, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCII-2301 West 120th Street, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCPII-SAC-11085 Sun Center Drive, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCPII-SAC-3065 Gold Camp Drive, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCII-400 Holger Way, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCII-400 ▇▇▇▇▇ Road, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DCII-6 Norden Place, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership, LP, a Delaware limited partnership, its sole member By: ▇▇▇▇ Realty Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Executive Officer DC-11650 Great Oaks Way, LLC, a Delaware limited liability company By: ▇▇▇▇ Realty Operating Partnership...

SELLERS. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.