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AZREB.com | Real Estate Clauses
ARTICLE
9.
Representations and Warranties
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9.1. Seller's Representations and Warranties.
Seller represents and warrants to Buyer that, as of the Effective Date,
each of the persons executing this Agreement on behalf of Seller is duly
authorized to do so, Seller has full right and authority to enter into this
Agreement and to consummate the transaction described in this Agreement, and
this Agreement constitutes the valid and legally binding obligation of Seller,
and is enforceable against Seller in accordance with its terms, subject to
applicable law.
9.2. Buyer's Representations and Warranties.
Buyer represents and warrants to Seller that the following are true,
accurate and complete as of the Effective Date:
(a)
Organization. If
Buyer is a corporation or partnership, Buyer is duly organized, validly existing
and in good standing under the laws of the state in which it was organized and
is qualified to do business in the jurisdiction in which the Property is
located.
(b)
Authority. Each of the persons executing this Agreement on behalf of
Buyer is duly authorized to do so. Buyer
has full right and authority to enter into this Agreement and to consummate the
transaction described in this Agreement. This
Agreement constitutes the valid and legally binding obligation of Buyer and is
enforceable against Buyer in accordance with its terms.
Neither the execution or delivery of this Agreement nor the performance
of Buyer's obligations under this Agreement violates, or will violate, any
contract or agreement to which Buyer is a party or by which Buyer is otherwise
bound.
(c)
Litigation. There are no actions, suits, Claims or other
proceedings (collectively, "Litigation") pending or, to
the best of Buyer's knowledge, contemplated or threatened against Buyer that
could affect Buyer's ability to perform its obligations when and as required
under the terms of this Agreement.
(d)
Financial Ability.
Buyer has sufficient funds available to it to fund the payment of the
Cash Portion of the Purchase Price at Closing.
(e)
Disclosures. Neither Buyer nor any Affiliate of Buyer is a
Prohibited Buyer. "Prohibited
Buyer" means any person or entity (i) to whom a transfer or
assignment of any interest in the Property by Seller would not be permitted
pursuant to the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer
Recovery Act of 1990, Pub. L. No. 101-647, Title XXV, ' 2500 et
seq., 104 Stat 4859 (1990), and the rules and regulations promulgated
thereunder, or (ii) who or which has any conflict or the appearance of any
conflict with the Resolution Trust Corporation, the Federal Deposit Insurance
Corporation, the Federal Savings and Loan Insurance Corporation, the Office of
Thrift Supervision or any similar or successor entity.
"Affiliate" means any person or entity who or
which Controls or is Controlled by Buyer, or is Controlled by the same persons
or entities as Buyer. "Control" means (i) being a director
or officer of a Controlled corporation, a general partner of a Controlled
partnership, or a trustee of a Controlled trust, (ii) owning or controlling,
directly or indirectly, any equity or beneficial interests in a Controlled
corporation, partnership or trust that is not Publicly Held, or (iii) owning or
controlling, directly or indirectly, more than five percent (5%) of the equity
or beneficial interests in a Controlled corporation, partnership or trust that
is Publicly Held. A "Publicly
Held" corporation, partnership or trust is one in which there are
more than one hundred (100) shareholders, partners or beneficiaries.
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