Additional Seller Representations and Warranties Clause Samples
Additional Seller Representations and Warranties. Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as to such Seller as of each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to such Mortgage Loans, as of such Closing Date:
(i) If the Seller is Washington Mutual Bank, the Seller is a federal savings association, duly organized, validly existing and in good standing under the laws of the United States. If the Seller is Washington Mutual Bank fsb, the Seller is a federal savings bank, duly organized, validly existing and in good standing under the laws of the United States.
(ii) The Seller has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations herein contained, have been duly and validly authorized. This Agreement, the Term Sheet, the Confidential Pricing Supplement and all other documents and instruments contemplated hereby to which the Seller is a party, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditor’s rights, and (ii) to general principles of equity, whether such enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms.
(iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to ...
Additional Seller Representations and Warranties. In addition to the representations and warranties of Seller set forth in Article IV, Seller hereby represents and warrants to Purchaser (if “none” is written below, then there are no additional representations and warranties under Article IV of the Agreement):
(a) none.
Additional Seller Representations and Warranties. Seller further represents and warrants to Buyer as of each delivery of any Product under this Agreement that:
(i) Seller has the right to sell and deliver the Product to Buyer.
(ii) The Product is delivered to Buyer free and clear of any liens, other encumbrances, or defects in title; and
(iii) To the extent delivered to Buyer:
(A) any Environmental Attributes (including any RECs) delivered to Buyer meet the requirements of Applicable Law and any certifying or registering entity having jurisdiction over such Environmental Attributes as of the date of such delivery; and
(B) any Environmental Attributes have not been sold, retired, claimed, or represented as a part of any electric product or sales, or used to satisfy any renewable energy, greenhouse gas, or other environmental attributes obligation under any applicable voluntary program or Applicable Law in any jurisdiction.
Additional Seller Representations and Warranties. You represent and warrant that as of the time you accept an offer or a Buyer counter-offer, or make a counter-offer, you are the current registrant of the Domain Name (or the current registrant's authorized agent) with full authority to enter into this agreement and to sell and transfer the Domain Name to the Buyer as contemplated herein, and that you have not and will not do anything to change the registrant or current registrar of the Domain Name except as instructed by Network Solutions or if notified by Network Solutions that the Seller Counter Period has expired.
Additional Seller Representations and Warranties. Seller represents and warrants to MidSouth that, except as set forth in the Exceptions Schedule it has delivered to MidSouth:
Additional Seller Representations and Warranties. Seller further, represents, warrants and covenants to Buyer that:
(a) it is the sole owner of all right, title and interest in the Registrations; the Registrations are valid and in effect; and no Regulatory Authority has commenced or threatened to initiate any action to withdraw the Registrations, nor have the Seller received any notice to such effect and, to the knowledge of Seller, there are no grounds for such action;
(b) it is the sole owner of all right, title and interest in the Assets (or exclusive licensee, in the case of the Dow Agreement), and that all right, title and interest in the acquired Assets shall transfer free of any lien, pledge or other encumbrance from Seller to Buyer on the Effective Date;
(c) as of the Agreement Date, there are no pending claims or actions commenced against Seller in regard to the Assets;
(d) it has and will provide(d) to Buyer all contracts relating to the Assets; and
(e) it has rights to grant the rights granted, and contemplated to be granted, to Buyer under this Agreement, including, for clarity, Buyer’s right to use and exploit the Assets for all purposes and in all cases without violating any right of or breach of any obligation owed to any third party.
Additional Seller Representations and Warranties. Seller further represents and warrants to Buyer as follows:
Additional Seller Representations and Warranties. REGARDING THE COMPANY The Sellers, jointly and severally, represent and warrant to the Purchaser regarding the Company that all of the statements contained in this Article IV are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on the Closing Date, except as provided on the Disclosure Schedule. Each exception and each response set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement.
Additional Seller Representations and Warranties. Seller represents and warrants to First Guaranty that except as set forth in the Confidential Exceptions Schedule previously delivered to First Guaranty (the “Confidential Exceptions Schedule”):
Additional Seller Representations and Warranties. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision ▇▇-▇▇-▇▇▇, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.