P16-Warranties

                        
Objective Form

16.1  Unless otherwise specified within this agreement, each of
the warranties and representations made herein shall survive
closing and merger with the deed.

16.2  Further Warranties of the Parties:  Each party represents
and warrants that (i) it is a corporation, duly organized and in
good standing in the State of its incorporation;  (ii) it has
full power and authority to execute and enter into this
agreement, which agreement constitutes a valid and legally
binding obligation of the parties, enforceable in accordance with
the terms hereof, and (iii) nothing within this agreement
violates, is in material conflict with our would cause a default
in any contractual relationship of the parties or their
respective charters or by-laws.




Alternatives
    Warranty provisions are generally similar in that they
preserve beyond closing those representations and warranties made
by the parties which might otherwise be merged into and negated
by transfer of a deed.  This format places each warranty within
the respective portion of the agreement which deals with the
subject on which the warranty is made.  Many agreements place all
warranties in one section or simply reiterate those made in other
portions of the agreement.  The parties must be careful that
warranties not intended to survive beyond closing are
specifically described as such within the agreement.
     As to the warranty of good standing and valid execution of
the document, the form shown is for corporations.  Where an
entity is a partnership, the clause in 16.2 above would be
Ychanged as follows:
         (Buyer) represents and warrants that it is a part-
         nership, duly registered and in good standing in the
         State of _____________________.




    For sole proprietorships the first clause is unnecessary.
Often the following phrase is found in a warranty provision or on
the signature page:
         "____________, a sole proprietorship, acknowledges
         that he has executed this agreement as his free act 
         and deed and that this agreement constitutes a valid
         and binding agreement...."