Regarding Seller. Seller hereby represents to Buyer that:
Regarding Seller. (a) Seller was incorporated on March 19, 1997 and has transacted no business prior to the Initial Closing Date other than in preparation for the issuance of the Certificates and otherwise as permitted by its organizational documents.
Regarding Seller. 1. Seller has the corporate power and authority to execute and deliver the Principal Agreements and to carry out their terms.
Regarding Seller. Seller hereby represents and warrants to Buyer that, as of the Effective Date:
Regarding Seller. Seller hereby represents to Buyer that: 5.1.2.1 Each of Seller is duly organized, validly existing and in good standing under the laws of its State of incorporation; has full power to enter into this Agreement and to fulfill its obligations hereunder; has authorized its execution, delivery and performance of this Agreement by all necessary corporate action; and has caused this Agreement to be duly executed and delivered on its behalf to Buyer. 5.1.2.2 Seller has full right and power to convey and deliver possession of the Hotel Premises and to transfer all of the other property comprising the Hotel in accordance with this Agreement. 5.1.2.3 Operator holds legal and beneficial title to all of the membership interests in Skamania LLC, free and clear of all Liens and other encumbrances, and has full right and power to sell and assign all such interests to Buyer. Skamania LLC has no assets other than the FF&E (excluding the Leased Equipment), has engaged in no business other than holding such FF&E, and has no liabilities. Within ten Business Days following the
Regarding Seller. Seller hereby represents to Buyer as of the Effective Date and as of the Closing Date that:
Regarding Seller. Except as disclosed in the Schedules or the Material Contracts List (with any disclosure in a Schedule or the Material Contracts List being deemed and understood to be a disclosure in each other Schedule or the Material Contracts List to which the applicability of the disclosure is apparent on its face, notwithstanding reference to a specific section or paragraph), and, with respect to representations and warranties as of the Closing, except as disclosed in the Updated Schedules or the Updated Material Contracts List (with any disclosure in an Updated Schedule or the Updated Material Contracts List being deemed and understood to be a disclosure in each other Updated Schedule or the Updated Material Contracts List to which the applicability of the disclosure is apparent on its face, notwithstanding reference to a specific section or paragraph), Seller hereby represents and warrants to Buyer as follows:
Regarding Seller. Seller hereby represents to Buyer that, as of the Effective Date, except as disclosed in Exhibit H or in any other Exhibit to this Agreement, in the Existing Environmental Report, the Existing Title Report or the Existing Survey:
Regarding Seller. Seller hereby represents and warrants to Buyer as follows:
