Acknowledgment of Seller Sample Clauses

Acknowledgment of Seller. Seller represents and acknowledges that Purchaser has supplied Seller with all financial records, documents and other such information as requested by Seller with respect to the operations of the Purchaser as Seller has requested. Seller is fully familiar with the business, financial condition and prospects of Purchaser and has made an independent evaluation that the Purchase Price is fair and equitable. Seller has had the opportunity to discuss this Agreement and the transactions set forth herein with such advisors as Seller has deemed appropriate.

Acknowledgment of Seller. Seller acknowledges that, anything in this Agreement or in any Transaction Document to the contrary notwithstanding, the representations, warranties, covenants and agreements of Seller contained in this Agreement or in any Transaction Document shall not be deemed waived by any investigation by Buyer or any of its officers, directors, employees, counsel, accountants, advisors, representatives and/or agents. The right to indemnification, reimbursement or other remedy based upon any of such representations, warranties, covenants and agreements shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or agreement. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any agreement or covenant, will not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty, agreement or covenant.

Acknowledgment of Seller. Seller hereby acknowledges the provisions of this Agreement, including the duties of the Seller created hereunder and the assignment of the representations and warranties made by Seller pursuant to MLPA I. * * * * * *

Acknowledgment of Seller. Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under MLPA I. * * * * * * 108 Pooling and Servicing Agreement - Signature Page IN WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. FIRST HORIZON ASSET SECURITIES INC., as Depositor By: ____________________________________ ▇▇▇▇▇▇ ▇▇▇▇▇ Vice President THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee By: ____________________________________ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President FIRST HORIZON HOME LOAN CORPORATION, in its capacity as Master Servicer By: ____________________________________ ▇▇▇▇▇ ▇▇▇▇▇ Executive Vice President The foregoing agreement is hereby acknowledged and accepted as of the date first above written: FIRST HORIZON HOME LOAN CORPORATION, in its capacity as Seller By: --------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇ Executive Vice President SCHEDULE I First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2005-5 Mortgage Loan Schedule [Available Upon Request from Trustee] SCHEDULE II First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2005-5 Representations and Warranties of the Master Servicer First Horizon Home Loan Corporation ("First Horizon") hereby makes the representations and warranties set forth in this Schedule II to the Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date. Capitalized terms used but not otherwise defined in this Schedule II shall have the meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") relating to the above-referenced Series, among First Horizon, as master servicer, First Horizon Asset Securities Inc., as depositor, and The Bank of New York, as trustee. (1) First Horizon is duly organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and is duly authorized and qualified to transact any and all business contemplated by the Pooling and Servicing Agreement to be conducted by First Horizon in any state in which a Mortgaged Property is...

Acknowledgment of Seller. Seller acknowledges that Purchaser is the issuer of the Notes. Seller also understands and acknowledges that, for this and other reasons, Purchaser has access to (and may be or are in possession of ) information about Purchaser and the Notes (which may include material, non-public information) that may be or is material and superior to the information available to Seller, that Seller does not have such access to such information, and that Purchaser is not sharing any such information with Seller. Seller acknowledges that it is selling the Notes to Purchaser without any reliance on Purchaser or any of Purchaser’s representatives, that Seller’s sale has not been solicited by Purchaser, and that this Purchase Agreement has been entered into at Seller’s initiative based on Seller’s current investment strategies. Seller represents to Purchaser that Seller, together with Seller’s professional advisers, is a sophisticated investor with respect to the Notes and Purchaser, and is capable of evaluating the risks associated with a transaction involving the Notes and Purchaser, including the risk of transacting on the basis of inferior information, and that Seller is capable of sustaining any loss resulting therefrom without material injury. Seller acknowledges and agrees that, except for payment of the Purchase Price, Purchaser will not have any liability arising from this Purchase Agreement, including any liability under the securities or other laws, rules and regulations. Seller also specifically acknowledges that Purchaser would not enter into this Purchase Agreement in the absence of Seller’s representations and acknowledgments set out in this Purchase Agreement, and that this Purchase Agreement, including such representations and acknowledgments, are a fundamental inducement to Purchaser, and a substantial portion of the consideration provided by Seller, in this transaction, and that Purchaser would not enter into this transaction but for this inducement.

Acknowledgment of Seller. Seller acknowledges that (i) the restrictions set forth in Section 6.3(a) constitute a material inducement to Buyer’s entering into and performing this Agreement, (ii) the value of the Purchased Assets and goodwill thereof are integral components of the value of the Business to Buyer, and (iii) the scope of the covenants contained in this Section 6.3, including as to time, are necessary to preserve the value of the Purchased Assets for Buyer and to protect the goodwill of the Business. Seller also acknowledges that the limitations of time and scope of activity agreed to in this Section 6.3 are reasonable because, among other things, (i) Buyer and Seller are engaged in a highly competitive industry, (ii) Seller has had unique access to the Trade Secrets and know-how of the Purchased Assets, including the plans and strategy (and, in particular, the competitive strategy) relating to the Purchased Assets, and (iii) Seller is receiving significant consideration in connection with the consummation of the Transaction.