Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 25 contracts
Samples: Assignment and Assumption Agreement (Amb Property Corp), Assignment and Assumption Agreement (Amb Property Corp), Assignment and Assumption Agreement (Amb Property Lp)
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's ’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's ’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "“foreign person" ” within the meaning of Section 1445(f) of the Code nor a "“foreign partner" ” within the meaning of Section 1446(e) of the Code and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 7 contracts
Samples: Ii Contribution Agreement (Amb Property Lp), Ii Contribution Agreement (Amb Property Corp), Assignment and Assumption Agreement (Amb Property Corp)
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's ’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's ’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "“foreign person" ” within the meaning of Section 1445(f) of the Code nor a "“foreign partner" ” within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 4 contracts
Samples: Kilroy Realty, L.P., Kilroy Realty, L.P., Kilroy Realty, L.P.
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.of
Appears in 4 contracts
Samples: Amb Property Corp, Amb Property Corp, Amb Property Corp
Representations and Warranties by the Parties. A. Each Partner that is an individual admitted to the Partnership as a Partner after the date hereof (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to each other Partner Partner(s) that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iiiii) such Partner is neither a "foreign person" within the meaning of Code Section 1445(f) of the Code nor a "foreign partner" within the meaning of Code Section 1446(e) of the Code ), and (iviii) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 3 contracts
Samples: Merger Agreement (Kramont Realty Trust), Employment Agreement (Kranzco Realty Trust), Employment Agreement (Cv Reit Inc)
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 2 contracts
Samples: Kilroy Realty Corp, Kilroy Realty Corp
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, capacity to enter into this Agreement and perform such Partner's ’s obligations hereunder, (ii) except as disclosed in a contribution agreement by and between the Partner, the Company and the Partnership with respect to any transfer of property to the Partnership, the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's ’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign “United States person" ” within the meaning of Section 1445(f7701(a)(30) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 2 contracts
Samples: Campus Crest Communities, Inc., Campus Crest Communities, Inc.
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than has, if not an individual, the power and authorityauthority or, and in the case of if an individual, the legal capacity, capacity to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 1 contract
Samples: Constructive Ownership Definition (Hanover Capital Holdings Inc)
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has has, in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, capacity to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 1 contract
Samples: Grove Real Estate Asset Trust
Representations and Warranties by the Parties. A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, to enter into this Agreement and perform such Partner's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code and (iv) this Agreement has been duly executed and delivered by such Partner and is binding uponCode, and enforceable against, such Partner in accordance with its terms.and
Appears in 1 contract
Samples: Kilroy Realty Corp
Representations and Warranties by the Parties. A. (a) Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has has, in the case of any Person other than an individual, the power and authority, and in the case of an individual, the legal capacity, capacity to enter into this Agreement and perform such Partner's ’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's ’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is neither a "“foreign person" ” within the meaning of Section 1445(f) of the Code nor a "“foreign partner" ” within the meaning of Section 1446(e) of the Code Code, and (iv) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.
Appears in 1 contract
Samples: Parkway Properties Inc