Additional Representations Clause Samples
The "Additional Representations" clause requires one or both parties to make further statements or assurances beyond the standard representations typically found in an agreement. These additional representations may address specific facts, conditions, or compliance matters relevant to the transaction, such as confirming the absence of pending litigation or the possession of necessary licenses. By including this clause, the parties ensure that all relevant information is disclosed and relied upon, thereby reducing the risk of misunderstandings or undisclosed issues that could affect the agreement.
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Additional Representations. Section 5 is restated as follows: Party B represents and warrants to each Party A Entity that, as of the date of this Agreement and as of the date any additional Collateral becomes subject to the security interest, fixed charge and assignment hereunder: (a) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary actions to authorize such execution, delivery and performance, (b) the person signing this Agreement on its behalf is duly authorized to do so on its behalf, (c) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, conservatorship, receivership, moratorium or other similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), (d) it has not assigned, transferred, created or permitted to exist any lien or other encumbrance on, or otherwise disposed of, or purported to assign, transfer, create or permit to exist any lien or other encumbrance on, or otherwise dispose of, any of its rights to any amounts that may be owed to it under any Principal Agreement to any party not Party to this Agreement, (e) the Party A Entities’ security interest and fixed charge in and assignment of the Collateral is a perfected security interest, fixed charge and assignment subject to no other security interest, charge, lien, claim or encumbrance, and (f) Party B’s exact legal name, type of organization and jurisdiction of organization (together with the organizational identification number, if any, issued by such jurisdiction to Party B), its place of business, or if it has more than one place of business, its chief executive office, at the date of this Agreement and for the four months immediately preceding the date of this Agreement are as set forth in the signature page hereto and Party B covenants that, so long as this Agreement is in effect, it will not assign, transfer, create or permit to exist any lien or other encumbrance on, or otherwise dispose of or purport to assign, transfer, create or permit to exist any lien or other encumbrance on, or otherwise dispose of, any of its rights in the Collateral, to any party not Party to this Agreement.
Additional Representations. For purposes of Section 3 of this Agreement, the following shall be added, immediately following paragraph (f) thereof:
Additional Representations. In Section 3 add the following immediately after paragraph (f):
Additional Representations. Section 3 is hereby amended by adding the following additional subsections:
Additional Representations. In addition to the representations set forth in Paragraph 10 of the Agreement, Agent hereby makes the following representations, which shall continue during the term of any Transaction: Principal has duly authorized Agent to execute and deliver the Agreement on its behalf, has the power to so authorize Agent and to enter into the Transactions contemplated by the Agreement and to perform the obligations of Seller or Buyer, as the case may be, under such Transactions, and has taken all necessary action to authorize such execution and delivery by Agent and such performance by it.
Additional Representations. There are no additional representations by either party.
Additional Representations. Section 3 is hereby amended, by substituting for the words "Section 3(f)" in the introductory sentence thereof the words "Sections 3(f) and 3(i)" and by adding, at the end thereof, the following Sections 3(g), 3(h) and 3(i):
Additional Representations. Section 3 of this Agreement is hereby amended by adding the following Sections 3(g), (h), (i) and (j):
Additional Representations. RRAC represents and warrants to, and agrees with, Sequoia that, as of the Closing Date:
(i) As to each Mortgage Loan, the lien of the Mortgage is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.
(ii) As to each Mortgage Loan transferred to RRAC pursuant to the PHH Agreement, the related Mortgaged Property is located in the U.S. or a territory of the U.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements.
(iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1).
(iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old.
(v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit.
(vi) As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney,...
Additional Representations. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.