Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable; (ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date; (iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”): (A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland; (B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. (c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement. (d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”);
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan the Seller Partyhas duly executed and delivered the CIBC Agreements;
(E) the Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with such party’s organizational documents (a) violate any existing provisions of the articles of incorporation and by-laws of the Seller or conflict with or (b) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) the Free Writing Prospectus or Preliminary Private Placement Memorandum Prospectus, as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used , or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in this clause (iv) and not otherwise defined herein shall have order to make the meaning set forth statements therein relating to the Seller or the Mortgage Loans, in the Indemnification Agreementlight of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B5 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Starwood Party”):
(A) the Seller each Starwood Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party such party and this Agreement is a legal, valid and binding agreement of each Loan Seller Starwood Party enforceable against each Loan Seller Partysuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Starwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Starwood Party is a party or by which the Loan Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Starwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller Sellers required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller Sellers under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the each Seller’s 's limited liability company agreement and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the each Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISellers, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the each Seller is a corporation limited liability company organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan either Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partySeller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially Sellers to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller Sellers or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller Sellers or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI AIGMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI Sellers shall furnish the Purchaser with such other certificates of its their officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp8), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc18), Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) (i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) (ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) (iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles 's certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Starwood Party”):
(A) the Seller each Starwood Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party such party and this Agreement is a legal, valid and binding agreement of each Loan Seller Starwood Party enforceable against each Loan Seller Partysuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Starwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Starwood Party is a party or by which the Loan Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Starwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution Party’s]execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement Agreement, or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer and the Custodian (on behalf of the Trustee);
(ii) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(iiiii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe does not have actual knowledge that the Free Writing Prospectus any provision in any Court Order (as defined below) would be breached or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.violated
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association, duly organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller each CIBC Party required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and CIBC, as applicable, under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller each CIBC Party substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s each CIBC Parties’ respective articles of incorporation limited liability company agreements or by-laws, as applicable, and certificates of formation or articles of incorporation, as applicable, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI each CIBC Party issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIeach CIBC Party, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller CIBC Party”)::
(A) the Seller such party is a corporation limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”). CIBC has the power to execute and deliver the CIBC Agreements and to perform its obligations under the CIBC Agreements;
(C) all necessary action has been taken by each Loan Seller Party the CIBC Parties to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party the CIBC Parties and this Agreement is a legal, valid and binding agreement of each Loan Seller Party the CIBC Parties enforceable against each Loan Seller Partythe CIBC Parties, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller CIBC Party has duly executed and delivered the CIBC Agreements;
(E) each CIBC Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of CIBC, violate any existing provisions of the articles of incorporation and bylaws of CIBC or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller a CIBC Party is a party or by which the Loan Seller a CIBC Party is bound, or to which any of its the related CIBC Party’s property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller a CIBC Party;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller CIBC Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe related CIBC Party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) Free Writing Prospectus or Preliminary Private Placement Memorandum Prospectus, as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller Seller, CIBC or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used , or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in this clause (iv) and not otherwise defined herein shall have order to make the meaning set forth statements therein relating to the Seller, CIBC or the Mortgage Loans, in the Indemnification Agreementlight of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI CIBC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI CIBC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or qualification of or with any federal court or governmental agency or body is required for the consummation otherwise violated by any Loan Seller Party Ladder Party’s execution or delivery of the transactions contemplated Ladder Agreements or by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel any Ladder Party’s performance of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as any of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, its agreements in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementLadder Agreements.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The obligations of the Seller to sell the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following: (i) performance by the Purchaser of all obligations required to be performed on or before the Closing Date; (ii) accuracy of all of the representations and warranties of the Purchaser under this Agreement as of the Closing Date; and (iii) the execution of the Indemnification Agreement and, insofar as it affects the obligations of the Seller, the Pooling and Servicing Agreement, as executed and delivered by the respective parties thereto, each being in form and substance reasonably satisfactory to the Seller. Notwithstanding the foregoing, the sale of the Mortgage Loans and receipt of payment therefore by the Seller from the Purchaser shall be conclusive evidence of the satisfaction of the foregoing conditions.
(g) The purchase of the Mortgage Loans by the Purchaser shall be conclusive evidence of the satisfaction of clauses (b)(iii), (b)(iv) and (e) above.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of City‟s obligation to proceed with the Purchaser to purchase the Mortgage Loans shall be Closing is subject to the satisfaction, on or prior to the Closing Date, Bluffs PT and Hydrozen‟s fulfillment of each of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it conditions at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the Closing:
a. All representations and warranties of Bluffs PT and Hydrozen shall be true as of the Seller under Closing.
b. Bluffs PT and Hydrozen shall have delivered to the City:
(1) Evidence of Good Standing of Bluffs PT and Hydrozen from the Nebraska Secretary of State.
(2) A copy of the current and correct Certificate of Organization and Operating Agreement Bluffs PT and Hydrozen. certified by the members (the “Members”) to be correct;
(3) Certified resolutions of the Members of each entity authorizing this Agreement and providing for signature authority.
c. In order to secure the Assistance and the repayment, Bluffs PT and Hydrozen shall have delivered to the City the following:
(1) A guaranty (the “Guaranty”) of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇. The Guaranty shall be in the form of the attached “Exhibit C”.
(2) A Security Agreement covering Bluffs PT and Hydrozen‟s equipment, inventory, accounts, and general intangibles. The Security Agreement shall be true in the form of the attached “Exhibit D”.
d. Bluffs PT and correct Hydrozen shall in all material respects as of the Closing Datehave performed their obligations, agreements, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially covenants contained in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken to be performed by each Loan Seller Party to authorize the executionthem, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions ofon, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which before the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementClosing.
(c) The Certificates e. There shall have been concurrently issued no material adverse change in the operation or financial status of Bluffs PT or Hydrozen and sold pursuant to the terms Closing shall constitute Bluffs PT and Hydrozen‟s representations that there has been no such material adverse change.
f. In requesting the disbursement of the Certificate Purchase Agreements assistance, Bluffs PT and Hydrozen are considered to have represented that the Underwriting Agreementabove conditions have been satisfied and are continuing to be satisfied.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Economic Development Assistance Agreement, Economic Development Assistance Agreement
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a the “Loan Seller PartyRedwood Parties”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Redwood Agreements”) and this Agreement is a legal, valid to perform its obligations under the Redwood Agreements and binding agreement RTI has the corporate power to execute and deliver the Redwood Agreements and to perform its obligations under the Redwood Agreements;
(C) the board of directors of each Loan Seller Redwood Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Redwood Party of the provisions Redwood Agreements, and the performance by such Redwood Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Redwood Party’s obligations thereunder;
(D) each Loan Seller Redwood Party has duly executed and delivered the Redwood Agreements;
(E) each Redwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Redwood Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the articles of incorporation or conflict with certificate of incorporation of the Seller, (b) in the case of RTI, violate any existing provisions of the articles of incorporation or certificate of incorporation of RTI or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Redwood Party’s actions may have under any financial covenants or tests, mortgage, deed any consequences a default by any Redwood Party under any of trust, loan agreement the Redwood Agreements may have under any of the Other Specified Agreements or other material agreement any cross default provisions in the Other Specified Agreements;
(F) such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or instrument to which otherwise violated by any Redwood Party’s execution or delivery of the Loan Seller Party is a party Redwood Agreements or by which any Redwood Party’s performance of any of its agreements in the Loan Seller Redwood Agreements. For purposes of this paragraph, the term “Court Order” means a court or administrative order, writ, judgment or decree that names a Redwood Party and is boundspecifically directed to such Redwood Party. For purposes of such opinion, or such counsel need not undertake any investigation to identify Court Orders to which any of its property or assets is Redwood Party may be subject or violate review any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;Court Orders about which they may have actual knowledge; and
(EG) there is no litigationlitigation that on the date of such opinion is (i) pending against a Redwood Party with a court or (ii) being actively threatened against a Redwood Party, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or which to such counsel’s actual knowledgeknowledge seeks to enjoin or obtain damages by reason of the execution or delivery of any of the Redwood Agreements by a Redwood Party or the performance by any Redwood Party of its agreements in the Redwood Agreements. For purposes of such opinion, threatenedsuch counsel need not undertake any investigation to identify any litigation which is pending or threatened against any Redwood Party;
(H) this Agreement constitutes a legal, valid and binding agreement of each Redwood Party, enforceable against such Redwood Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, conservatorship, liquidation or other laws relating to or affecting creditors’ rights generally, including, if such Redwood Party is determined to be a Loan Seller Party which “financial company” or an affiliate thereof under Section 201 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (i) questions, directly or indirectlythe “▇▇▇▇-▇▇▇▇▇ Act”), the validity powers of the Federal Deposit Insurance Corporation as receiver under Title II (Orderly Liquidation Authority) of the ▇▇▇▇-▇▇▇▇▇ Act, and further subject to general principles of equity (whether considered in a proceeding at law or enforceability in equity), and except that the enforcement of this Agreement rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set-off, (b) relating to submission to jurisdiction, venue or service of process, or (c) purporting to prohibit, restrict or condition the assignment of, or the Indemnification Agreement or (ii) wouldgrant of a security interest in, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations rights under this Agreement Agreement, or the Indemnification Agreementproperty subject thereto, may be limited by applicable laws or considerations of public policy; and
(FI) no consent, approval, authorization, order, license, registration or qualification the compliance by each Redwood Party with the provisions of or with any federal court or governmental agency or body is required for this Agreement and the consummation by any Loan Seller each Redwood Party of the transactions contemplated by this Agreement and (a) do not require any Governmental Approval (as defined below) to be obtained on the Indemnification Agreementpart of such Redwood Party, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as those that have been obtained; obtained and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come , to such counsel’s attention knowledge, are in effect, and (b) do not conflict with, or result in the violation of, any Applicable Laws (as defined below) that are applicable to such Redwood Party (except for any such conflict or violation as would lead not have a material adverse effect on the performance by such counsel to believe that Redwood Party of its obligations under this Agreement). For purposes of such opinion, the Free Writing Prospectus or Preliminary Private Placement Memorandum as term “Applicable Laws” means those laws, rules and regulations of the Time State of Sale, or the Prospectus or Final Private Placement Memorandum as New York and of the date thereof or as United States of America which, in such counsel’s experience, are normally applicable to transactions of the Closing Datetype contemplated by this Agreement, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.term “Government
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus Preliminary Prospectus, Preliminary Private Placement Memorandum or Loan-Specific Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus Prospectus, Final Private Placement Memorandum or Final Loan-Specific Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Pooled Certificate Purchase Agreements Agreements, the Underwriting Agreement and the Underwriting Loan-Specific Certificate Purchase Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2019-B14 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. (a) The obligations Company's obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and Warrants to each Purchaser is subject to:
(i) receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth opposite such Purchaser's name on Appendix A (the "Purchase Price"), in accordance with the wire transfer instructions delivered by the Company pursuant to purchase Section 2.1(b); and
(ii) the Mortgage Loans shall accuracy in all material respects of the representations and warranties made by such Purchaser in Section 4 below as of the Closing Date and the fulfillment in all material respects of those undertakings of such Purchaser in this Agreement to be subject to the satisfaction, fulfilled on or prior to the Closing Date, .
(b) Each Purchaser's obligation to complete the purchase and sale of the following conditionsSecurities is subject to:
(ai) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and accuracy in all material respects of the representations and warranties of made by the Seller under this Agreement shall be true and correct Company in all material respects as of the Closing Date, and no event shall have occurred Section 3 below as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer fulfillment in all material respects of those undertakings of the Seller substantially Company in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary this Agreement to be fulfilled on or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(ii) confirmation that the notification to list the Shares and the shares of Common Stock underlying the Warrants (the "Warrant Shares") on the Nasdaq National Market has been filed;
(iii) delivery by the Company to such Purchaser (as defined herein) of an opinion of counsel opinion, dated as of the Seller and RTIClosing Date, from ▇▇▇▇▇▇ Godward LLP, counsel to the Company, in a form reasonably acceptable to the Purchasers;
(iv) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from Fulbright & ▇▇▇▇▇▇▇▇, intellectual property counsel to the Company, in a form reasonably acceptable to the Purchasers;
(v) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, regulatory counsel to the Company, in a form reasonably acceptable to the Purchasers;
(vi) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from ▇▇▇▇▇-▇▇▇▇▇▇ v. Danwitz Privat, counsel to Myogen GmbH, a wholly owned subsidiary of the Company (the "Subsidiary"), in a form reasonably acceptable to Purchasers;
(vii) delivery by PricewaterhouseCoopers LLP to the Placement Agents of a letter, in form and substance satisfactory to the Purchaser and its counselPlacement Agents, substantially to confirming that PricewaterhouseCoopers LLP are an independent registered public accounting firm within the effect that, with respect to each meaning of the Seller Securities Act (as defined herein) and RTI the Exchange Act (each a “Loan Seller Party”):
(Aas defined herein) and the Seller is a corporation applicable rules and in good standing under the laws regulations thereunder, containing statements and information of the State type ordinarily included in an accountant's "comfort letters" to placement agents, delivered according to Statement of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
Auditing Standards No. 72 (B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or containssuccessor bulletins), with respect to the Seller audited and unaudited financial statements and certain financial information contained in the Memorandum and the SEC Documents (each as defined below);
(viii) the Company's delivery to its transfer agent of irrevocable instructions to issue to such Purchaser or in such nominee name(s) as designated by such Purchaser in writing such number of Shares set forth opposite such Purchaser's name on Appendix A or, if requested by the Mortgage LoansPurchaser, any untrue statement one or more certificates representing such Shares;
(ix) except with respect to JPMorgan Partners (SBIC), LLC and JPMorgan Securities Inc., the "lock-up" agreements, each substantially in the form of a material fact Appendix B hereto, between the Placement Agents and officers, directors and shareholders owning 5% or omits to state a material fact necessary in order to make more of Common Stock of the statements therein Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Seller Placement Agents on or before the Mortgage Loansdate hereof, being in full force and effect on the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.date hereof; and
(cx) The Certificates the aggregate Purchase Price to be paid by the Purchasers for the Securities at the Closing shall have been concurrently issued and sold pursuant be greater than or equal to the terms of the Certificate Purchase Agreements and the Underwriting Agreement$59,999,985.00.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligation of Allied to enter into this Agreement and to perform its obligations of the Purchaser to purchase the Mortgage Loans shall be hereunder is subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement set forth in Article IV hereof ---------- shall be true and correct in all material respects on and as of the Closing Date, and no event shall have occurred as date of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.Transaction.
(b) The Purchaser Company and each of the Guarantors shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on its part to be observed or performed, and at the time of and immediately after the Transaction, no Event of Default or Default shall have occurred and be continuing.
(c) Allied shall have received the following additional closing documentsitems:
(i) copies a favorable written opinion of counsel for the Company and the Guarantors (A) dated the Closing Date, (B) addressed to Allied, and (C) covering such matters relating to the Investment Documents and the Transaction as Allied shall reasonably request, and the Company hereby requests such counsel to deliver such opinion;
(ii) the Debenture, duly executed by the Company and each of the Seller’s and RTI’s respective other Investment Documents, executed by each of the parties thereto (other than Allied);
(A) a copy of the certificate or articles of incorporation incorporation, including all amendments thereto, of the Company and certificates of incorporationeach Guarantor, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Company and each Guarantor as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of such party or, alternatively in the case Company and each Guarantor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the certificates of formation, certified by the Secretary of State by-laws of the State of Delaware or Maryland, Company as applicable;
(ii) in effect on the Closing Date and at all times since a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days date prior to the Closing Date;
(iii) an opinion of counsel date of the Seller resolutions described in clause (2) below, (2) that attached thereto is a true and RTI, in form and substance satisfactory to complete copy of resolutions duly adopted by the Purchaser and its counsel, substantially to the effect that, with respect to each Board of Directors of the Seller Company and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Guarantor authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement Investment Documents to which such Person is a legalparty and that such resolutions have not been modified, valid rescinded or amended and binding agreement are in full force and effect, (3) that the certificate or articles of incorporation of the Company and each Guarantor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the incumbency and specimen signature of each Loan Seller Party enforceable against officer executing any Investment Document or any other document delivered in connection herewith on behalf of the Company and each Loan Seller Party, whether such enforcement is sought in Guarantor; (C) a procedure at law or in equity, except certificate of another officer as to the extent incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificates pursuant to (B) above; and (D) such enforcement other documents as Allied may be limited by bankruptcy reasonably request;
(iv) all amounts due and payable on or other similar creditors’ laws or principles of equity and public policy considerations underlying prior to the securities lawsClosing Date, including, to the extent that such public policy considerations limit invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsCompany hereunder or under any other Investment Document;
(Dv) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyWarrants;
(Evi) there is no litigationthe Audited Financials and Interim Financials, arbitration or mediation pending before any courtas described in Section 4.6; ------- ---
(vii) the employment contracts, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or as described in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSection 4.24; ------------ and
(Fviii) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Registration Rights Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially in form and substance acceptable to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreementparties.
(d) The Seller and RTI After giving effect to the transactions contemplated hereby, the Company shall have outstanding no Indebtedness other than (A) the Senior Debt, (B) the extension of credit under this Agreement and (C) the Indebtedness listed on Schedule 4.7 or as disclosed in the Financials. ------------
(e) Allied shall have received fully executed conformed copies of the Acquisition Agreement and delivered concurrently herewith each of the Indemnification other documents related to the Acquisition Agreement. On the Closing Date, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement.
(ef) The Seller closing of the Senior Debt shall have occurred.
(g) All legal matters incident to this Agreement, the Debentures and RTI the other Investment Documents shall furnish the Purchaser with be satisfactory to Allied.
(h) No event that has a Material Adverse Effect shall have occurred.
(i) Allied shall have received such other certificates of its officers or others documents, instruments and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Purchaser and its counsel Allied may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on On or prior to the Closing Datedate of --------------------- execution hereof and prior to the effectiveness of this Agreement, the Transferor and the Guarantor shall have delivered to the Agent and the Banks originally executed copies of this Agreement, together with originals to the Agent and copies to the Banks of the following conditionsdocuments and instruments, all in form and substance acceptable to the Agent:
(a) Each a Certificate of the obligations Secretary of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing DateMattel, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) Inc. attaching copies of the Seller’s Restated Certificate of Incorporation, by-laws and RTI’s respective articles incumbency signatures of incorporation and certificates Mattel, Inc., together with copies of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case resolutions of the certificates Board of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Directors authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement related documents to which it is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsparty;
(Db) good standing certificates of Mattel, Inc. from each Loan Seller Party’s execution of the Secretaries of State of Delaware and delivery of, and such party’s performance of its obligations underCalifornia, each to be dated a recent date prior to the Closing Date;
(c) a Certificate of the Secretary of the Transferor attaching copies of the Certificate of Incorporation, by-laws and incumbency signatures of the Transferor, together with copies of resolutions of the Board of Directors authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational related documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party it is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partyparty;
(Ed) there is no litigationgood standing certificate of the Transferor from the Secretary of State of Delaware dated a recent date prior to the Closing Date;
(e) proper financing statements (Form UCC-1) naming each Transferor as the debtor/transferor and the Agent, arbitration as agent on behalf of the Banks, as purchaser or mediation pending before other similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any courtcomparable Governmental Rule to perfect the ownership interest of the Agent, arbitratoron behalf of the Banks, mediator in all Receivables related to the Transferor;
(f) proper financing statements (Form UCC-1) naming each Seller as the debtor/transferor and the Transferor, as purchaser and the Agent, as agent on behalf of the Banks, as assignee or administrative bodyother similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable Governmental Rule to perfect the ownership interest of the Transferor, in all Receivables related to each Seller;
(g) certified copies of request for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Banks) dated a date reasonably near the date of the initial Transfer listing all effective financing statements which name the Transferor and each Seller (under their present names and any previous names) as Debtor and which are filed in jurisdictions in which the filings were made pursuant to items (e) and (f) above together with copies of such financing statements (none of which shall cover any Receivables or Contracts);
(h) a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, counsel for the Sellers and the Transferor, in substantially the form of Exhibit I hereto and as to such counsel’s actual knowledge, threatened, against a Loan Seller Party which other matters as the Agent may reasonably request;
(i) questionsa favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, directly or indirectlycounsel for the Guarantor, in substantially the validity or enforceability form of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely Exhibit J hereto and as to such partyother matters as the Agent may reasonably request;
(j) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, either individually or in special counsel for the aggregateTransferor, as to such matters as the Agent may reasonably be expected to have a material adverse effect on the ability request;
(k) an executed copy of the Loan Seller Party to perform its obligations under this Agreement or Written Agreement;
(l) an executed copy of the Indemnification Purchase Agreement; and
(Fm) no consent, approval, authorization, order, license, registration original copies of each document or qualification of or with any federal court or governmental agency or body is instrument required for to be delivered by each Seller as a condition precedent to the consummation by any Loan Seller Party effectiveness of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Purchase Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Mattel Inc /De/)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)
Conditions to Closing. The obligations of the Purchaser Allied Capital to purchase the Mortgage Loans shall be enter into this Agreement and to perform its obligations hereunder is subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement set forth in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D..
(b) The Purchaser Credit Parties shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on their part to be observed or performed, and at the time of and immediately after the Transaction, no Event of Default or Default shall have occurred and be continuing.
(c) Allied Capital shall have received the following additional closing documentsitems:
(i) copies favorable written opinions of counsel to the Credit Parties (A) dated the Closing Date, (B) addressed to Allied Capital and (C) covering such matters relating to the Investment Documents and the Transaction as Allied Capital shall reasonably request, and the Credit Parties hereby request such counsel to deliver such opinion;
(ii) the Debentures, duly executed by the Borrower and each of the Seller’s and RTI’s respective other Investment Documents, executed by each of the parties thereto (other than Allied Capital);
(iii) for each Credit Party: (A) a copy of the certificate or articles of incorporation and certificates incorporation, including all amendments thereto, of incorporationsuch Credit Party, certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to the good standing of such Credit Party as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of such party or, alternatively in Credit Party dated the case Closing Date and certifying (1) that attached thereto is a true and complete copy of the certificates by-laws of formationsuch Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, certified (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Secretary Board of State Directors of such Credit Party authorizing the execution, delivery and performance of the State Investment Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of Delaware or Maryland, as applicable;
(ii) a copy incorporation of a such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the incumbency and specimen signature of each officer executing any Investment Document or any other document delivered in connection herewith on behalf of such Credit Party; and (C) a certificate of another officer as to the incumbency and specimen signature of the Seller and RTI issued by the Secretary or Assistant Secretary of State of such Credit Party executing the State of Delaware certificate pursuant to (B) above;
(iv) all amounts due and payable on or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Investment Document;
(iiiv) an opinion of counsel of the Seller and RTIfinancial statements as described in Article IV; and
(vi) the Subsidiary Guaranty Agreement, in form and substance satisfactory to the Purchaser and its counselAllied Capital, substantially to the effect that, with respect to duly executed by each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting AgreementSubsidiary Guarantors.
(d) The Seller and RTI Borrower shall have executed entered into the transaction documents with respect to the Senior Credit Facility and delivered concurrently herewith Allied Capital shall be provided a copy of the Indemnification Agreement.documentation relating thereto;
(e) The Seller After giving effect to the transactions contemplated hereby, the Borrower and RTI their respective Subsidiaries shall furnish not have outstanding any Indebtedness other than (i) the Purchaser Senior Debt, (ii) the extension of credit under this Agreement and (iii) the Surviving Debt.
(f) Allied Capital shall have received fully executed conformed copies of the Acquisition Documents and each of the other material documents related to the Acquisition Documents, certified as true and correct copies thereof by a duly authorized officer of the Borrower, each of which shall be in full force and effect and in form and substance satisfactory to Allied Capital. On or prior to the Closing Date, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Documents.
(g) No event that has or reasonably would be expected to have a Material Adverse Change shall have occurred since December 31, 2001.
(h) Allied Capital shall have received all necessary corporate approvals of the Transaction, and all regulatory requirements applicable to Allied Capital shall have been satisfied.
(i) Allied Capital shall have received such other certificates of its officers or others documents, instruments and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Purchaser and its counsel Allied Capital may reasonably request.
Appears in 1 contract
Sources: Loan Agreement (Headwaters Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum, the Preliminary Class BNB Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class BNB Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations obligation of the Purchaser Holders to purchase the Mortgage Loans shall be enter into this Agreement and to perform its obligations hereunder is subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement set forth in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D..
(b) The Purchaser Borrowers shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on its part to be observed or performed, and at the time of and immediately after the Closing, no Event of Default or Default shall have occurred and be continuing before or after giving effect to the Investment Documents.
(c) Caltius shall have completed a due diligence investigation to its satisfaction. In this regard, the Borrowers will furnish to Caltius such information as Caltius may reasonably request in order to enable Caltius to complete the required due diligence.
(d) Caltius shall have received the following additional closing documentsitems as of the Closing:
(i) copies a favorable written opinion of counsel to the Credit Parties (A) dated the Closing Date, (B) addressed to Caltius and (C) covering such matters relating to the Investment Documents and the Transaction as Caltius shall reasonably request and in form and substance satisfactory to Caltius;
(ii) the Notes, duly executed by the Borrowers and each of the Seller’s other Investment Documents, duly executed by each of the parties thereto (other than Caltius), in each case in a form satisfactory to Caltius;
(iii) the Investor Rights Agreement, duly executed by the Parent and RTI’s respective the other parties thereto, in a form satisfactory to Caltius;
(iv) the Initial Shares, duly authorized and validly issued by the Parent, in a form satisfactory to Caltius;
(v) for each Credit Party: (A) a copy of the certificate or articles of incorporation and certificates or analogous organizational documents, including all amendments thereto, of incorporationsuch Person (the “Certified Charter”), certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to the good standing of such Person as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of such party or, alternatively in Person dated the case Closing Date and certifying (1) that attached thereto is a true and complete copy of the certificates by-laws or analogous operational documents or agreements of formation, certified by such Person as in effect on the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) Closing Date and at all times since a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days date prior to the Closing Date;
(iii) an opinion of counsel date of the Seller and RTIresolutions described in clause (2) below, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A2) the Seller that attached thereto is a corporation true and in good standing under complete copy of resolutions duly adopted by the laws board of the State directors of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize such Person authorizing the execution, delivery and performance of the Investment Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation or analogous organizational documents of such Person have not been amended since the date of the last amendment thereto shown on the Certified Charter, and (4) as to the incumbency and specimen signature of each officer executing any Investment Document or any other document delivered in connection herewith on behalf of such Person; and (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Person executing the certificate pursuant to clause (B) above;
(vi) the consent of Radiant Capital Partners, LLC to Radiant Logistics Partners entering into this Agreement and the Indemnification Agreement by each other Loan Seller Party Documents;
(vii) all amounts due and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except payable to the extent such enforcement may be limited by bankruptcy Holders on or other similar creditors’ laws or principles prior to the Closing Date, including the funding fee of equity and public policy considerations underlying the securities laws$200,000 pursuant to Section 9.5(a) and, to the extent that such public policy considerations limit invoiced, reimbursement or payment of out-of-pocket expenses required to be reimbursed or paid on or prior to the enforceability of Closing Date by the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsBorrowers hereunder or under any other Investment Document;
(Dviii) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyAudited Financials;
(Eix) there is no litigationthe last two years of audited financial statements of Isla International, arbitration or mediation pending before any courtLtd. and unaudited financial statements for such Person for the six-month period ending June 30, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement2011; and
(Fx) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Subordination Agreement.
(e) The Seller Credit Parties shall have entered into an amendment with respect to the Senior Credit Facility on terms satisfactory to Caltius, and RTI Caltius shall furnish be provided a certified copy of the Purchaser documentation relating thereto.
(f) After giving effect to the transactions contemplated hereby and by the Senior Credit Facility and the Acquisition Documents:
(i) the Credit Parties and their Subsidiaries shall not have outstanding any Funded Indebtedness other than (A) the Senior Debt, in an aggregate principal amount not to exceed $10,000,000, (B) the Notes and (C) the Indebtedness listed on Schedule 4.7, and, at the Closing, the aggregate amount of all such Funded Indebtedness shall not exceed $30,000,000;
(ii) the Borrowers shall have minimum liquidity (consisting of cash, Cash Equivalents and the Borrowers’ availability under the revolving loan portion of the Senior Credit Facility less any trade accounts payable that are more than 30 days past due) of no less than $9,000,000 after giving effect to the Acquisition and all amounts advanced to the Borrowers at Closing under the Senior Credit Facility and including any Transaction expenses;
(iii) the Borrowers shall have EBITDA of at least $8,500,000 for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs, and the calculation thereof shall be satisfactory to Caltius; and
(iv) the Borrowers shall have a Funded Leverage Ratio as of the Closing Date (using EBITDA for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs) of not more than 3.00 to 1.00, and the calculation thereof shall be satisfactory to Caltius.
(v) the Borrowers shall have a Senior Funded Leverage Ratio as of the Closing Date (using EBITDA for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs) of not more than 2.00 to 1.00, and the calculation thereof shall be satisfactory to Caltius.
(g) All legal matters incident to this Agreement, the Notes and the other Investment Documents shall be satisfactory to Caltius.
(h) Caltius shall have received fully executed conformed copies of the Acquisition Documents and each of the other material documents related to the Acquisition Documents, certified as true and correct copies thereof by a duly authorized officer of the Parent, each of which shall be in full force and effect and in form and substance satisfactory to Caltius. On or prior to the Closing Date, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Documents.
(i) No event that has or reasonably would be expected to have a Material Adverse Effect shall have occurred since September 30, 2011.
(j) Caltius shall have received all necessary corporate approvals of the Transaction, and all regulatory requirements applicable to such Caltius shall have been satisfied.
(k) Caltius shall have received such other certificates of its officers or others documents, instruments and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Purchaser and its counsel Caltius may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans following shall be subject conditions precedent to the satisfaction, on or prior to the Closing Date, effectiveness of the following conditionsthis Agreement:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of AFC, AmeriCredit and the Seller under this Agreement Issuer set forth or referred to in Article IV hereof shall be true and correct in all material respects on the Closing Date (except for representations and warranties which relate to a specific date, which shall be true and correct as of the Closing Datesuch date), and no event shall have occurred as which of itself or with the Closing Date which, with giving of notice or passage lapse of time, or both, would constitute a default under this Agreement, and the Purchaser Termination Event shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s occurred and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to be continuing on the Closing Date;
(iiib) an opinion the Fee Letters and the Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Administrative Agent; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following items, each of counsel of the Seller and RTI, which shall be in form and substance satisfactory to the Purchaser and its counsel, substantially to Agents:
(i) an Officer’s Certificate of AFC confirming the effect that, with respect to each satisfaction of the Seller conditions set forth in clause (a) (as to representations and RTI warranties of AFC only) above;
(each ii) an Officer’s Certificate of AmeriCredit confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AmeriCredit only) above;
(iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Issuer only) above;
(iv) a “Loan Seller Party”):
copy of (A) the Seller is a corporation charter and in good standing under the by-laws of, and an incumbency certificate with respect to its officers executing any of the State Related Documents on the Closing Date on behalf of, each of Delaware AmeriCredit and RTI is a corporation AFC, certified by an authorized officer, and in good standing under the laws (B) resolutions of the State Board of MarylandDirectors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by an authorized officer;
(Bv) a certificate issued no earlier than 30 days prior to the Closing Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each Loan Seller Party has of AFC, the power to conduct its business as now conducted Issuer and to incur and perform its obligations under this Agreement and the Indemnification AgreementAmeriCredit;
(Cvi) all necessary action has been taken by each Loan Seller Party to authorize the executionfavorable written opinions of counsel for AFC, delivery and performance of this Agreement AmeriCredit, and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legalIssuer, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except addressed to the extent Administrative Agent and each Agent and Class A Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A Purchaser may rely on such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity opinions as if they were addressed to them, and public policy considerations underlying dated the securities lawsClosing Date, to covering general corporate matters, the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s due execution and delivery of, and such party’s performance of its obligations underthe enforceability of, each of this the Related Documents to which the AFC, AmeriCredit and the Issuer is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; provided, that certificate of title opinions with respect to Financed Vehicles located in California and Florida shall be delivered to the Administrative Agent and the Agents within fifteen calendar days of the Closing Date;
(vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Trust Agreement and the Indemnification Agreement do not Master Sale and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyContribution Agreement;
(Eviii) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or evidence satisfactory to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectlythe Administrative Agent that financing statements duly executed by AmeriCredit, the validity Issuer and AFC or enforceability other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(ix) counterparts of this Agreement (whether by facsimile or the Indemnification Agreement or (iiotherwise) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability executed by each of the Loan Seller Party to perform its obligations under this Agreement or Issuer, the Indemnification AgreementSellers, the Servicer, the Administrative Agent and Noteholders representing the Required Class A Owners and Required Class A Purchasers; and
(Fx) no consentsuch additional documents, approvalinstruments, authorization, order, license, registration certificates or qualification of letters as the Administrative Agent or with any federal court Agent or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting AgreementClass A Purchaser may reasonably request.
(d) The Seller the Class A Notes, the Class B Notes and RTI the Class C Notes shall have executed been duly issued in accordance with the Sale and delivered concurrently herewith Servicing Agreement and the Indemnification Agreement.Indenture and the Net Spread Reserve Account and the Collateral Account shall have been established with the Trustee;
(e) The Seller the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A Purchasers and RTI Agents) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall furnish have received the following:
(i) within 45 days of the Closing Date a report by nationally recognized independent certified public accountants (the “Independent Accountants”) on the results of an audit performed by them which report is in form and substance satisfactory to each Agent; and
(ii) the duly executed Class A Note(s) registered in the name of each Agent as nominee on behalf of the Class A Owners in its Purchaser with such other certificates Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class A Notes hereunder will not result in a reduction or withdrawal of the rating of its officers or others and such its related financing conduit’s Commercial Paper Notes by Moody’s, Standard & Poor’s or any other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and nationally recognized rating agency rating its counsel may reasonably requestCommercial Paper Notes.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum or the Preliminary Class UHP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class UHP Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligation of Lender to make the Loans, and to restructure the Borrower's obligations of under the Purchaser to purchase the Mortgage Loans shall be Prior Notes, is subject to the satisfactionsatisfaction of the conditions set forth below and receipt by the Lender of the documents, instruments, agreements and certificates set forth below:
(a) duly executed originals of the Term Note and the Revolving Note;
(b) duly executed Security Agreement;
(c) a certificate (the "Closing Certificate") dated as of the Closing Date, signed by the chief executive officer of the Borrower, to the effect that (i) the representations and warranties of the Borrower contained in Article IV are true on and as of the Closing Date; (ii) Borrower has complied with or performed with all covenants and agreements which is required to have performed or complied with on or prior to the Closing Date; and (iii) no event, act or condition has occurred after March 31, 1997 which has had or could have a Material Adverse Effect.
(d) [intentionally omitted];
(e) all documents which the Lender may reasonably request relating to the existence of the following conditions:
(a) Each Borrower, the corporate authority for and the validity of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, the Notes and the Purchaser shall have received other Loan Documents and any other matters relevant hereto, or thereto, all in form and substance reasonably satisfactory to the Lender, including, without limitation, a certificate to the foregoing effect signed by an authorized officer of incumbency of each of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationBorrower, certified as of a recent date signed by the Secretary or an Assistant Secretary of such party orthe Borrower, alternatively in certifying as to the case names, true signatures and incumbency of the certificates officer or officers, respectively, of formationthe Borrower authorized to execute and deliver the Loan Documents, and certified by copies of the following items for the Borrower: (i) Articles of Incorporation, (ii) Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware or Maryland, Oregon and all other states in which Borrower is qualified to transact business as applicable;
(ii) a copy of a certificate of foreign corporation as to the good standing of Borrower as a corporation in those states, and (iv) the Seller and RTI issued action taken by the Secretary Board of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Directors authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and the Indemnification Agreement by each other Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsDocuments;
(Df) each Loan Seller Party’s execution a certificate of insurance evidencing, of all insurance required by Section 5.13 showing the insurer, the face amount and delivery ofthe nature of coverage, and such party’s performance of its obligations underthe Lender as a loss payee (or beneficiary, as the case may be) under each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result policy then in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partyforce;
(Eg) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which all security interests securing the Borrower's obligations hereunder shall be duly perfected and validly recorded;
(ih) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability consummation of the Loan Seller Party to perform its obligations under this Agreement or transactions contemplated by the Indemnification Assignment Agreement; and
(Fi) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Asset Purchase Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Star Buffet Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans following shall be subject conditions precedent to the satisfaction, on or prior to the Closing Date, effectiveness of the following conditionsthis Agreement:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of AFC, AmeriCredit and the Seller under this Agreement Issuer set forth or referred to in Article IV hereof shall be true and correct in all material respects on the Closing Date (except for representations and warranties which relate to a specific date, which shall be true and correct as of the Closing Datesuch date), and no event shall have occurred as which of itself or with the Closing Date which, with giving of notice or passage lapse of time, or both, would constitute a default under this Agreement, and the Purchaser Termination Event shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s occurred and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to be continuing on the Closing Date;
(iiib) an opinion the Fee Letters and the Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Administrative Agent; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following items, each of counsel of the Seller and RTI, which shall be in form and substance satisfactory to the Purchaser and its counsel, substantially to Agents:
(i) an Officer’s Certificate of AFC confirming the effect that, with respect to each satisfaction of the Seller conditions set forth in clause (a) (as to representations and RTI warranties of AFC only) above;
(each ii) an Officer’s Certificate of AmeriCredit confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AmeriCredit only) above;
(iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Issuer only) above;
(iv) a “Loan Seller Party”):
copy of (A) the Seller is a corporation charter and in good standing under the by-laws of, and an incumbency certificate with respect to its officers executing any of the State Related Documents on the Closing Date on behalf of, each of Delaware AmeriCredit and RTI is a corporation AFC, certified by an authorized officer, and in good standing under the laws (B) resolutions of the State Board of MarylandDirectors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by an authorized officer;
(Bv) a certificate issued no earlier than 30 days prior to the Closing Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each Loan Seller Party has of AFC, the power to conduct its business as now conducted Issuer and to incur and perform its obligations under this Agreement and the Indemnification AgreementAmeriCredit;
(Cvi) all necessary action has been taken by each Loan Seller Party to authorize the executionfavorable written opinions of counsel for AFC, delivery and performance of this Agreement AmeriCredit, and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legalIssuer, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except addressed to the extent Administrative Agent and each Agent and Class B Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class B Purchaser may rely on such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity opinions as if they were addressed to them, and public policy considerations underlying dated the securities lawsClosing Date, to covering general corporate matters, the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s due execution and delivery of, and such party’s performance of its obligations underthe enforceability of, each of this the Related Documents to which the AFC, AmeriCredit and the Issuer is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; provided, that certificate of title opinions with respect to Financed Vehicles located in California and Florida shall be delivered to the Administrative Agent and the Agents within fifteen calendar days of the Closing Date;
(vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Trust Agreement and the Indemnification Agreement do not Master Sale and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyContribution Agreement;
(Eviii) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or evidence satisfactory to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectlythe Administrative Agent that financing statements duly executed by AmeriCredit, the validity Issuer and AFC or enforceability other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class B Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(ix) counterparts of this Agreement (whether by facsimile or the Indemnification Agreement or (iiotherwise) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability executed by each of the Loan Seller Party to perform its obligations under this Agreement or Issuer, the Indemnification AgreementSellers, the Servicer, the Administrative Agent and Noteholders representing the Required Class B Owners and Required Class B Purchasers; and
(Fx) no consentsuch additional documents, approvalinstruments, authorization, order, license, registration certificates or qualification of letters as the Administrative Agent or with any federal court Agent or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting AgreementClass B Purchaser may reasonably request.
(d) The Seller the Class A Notes, the Class B Notes and RTI the Class C Notes shall have executed been duly issued in accordance with the Sale and delivered concurrently herewith Servicing Agreement and the Indemnification Agreement.Indenture and the Net Spread Reserve Account and the Collateral Account shall have been established with the Trustee;
(e) The Seller the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class B Purchasers and RTI Agents) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class B Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall furnish have received the following:
(i) within 45 days of the Closing Date a report by nationally recognized independent certified public accountants ( the “Independent Accountants”) on the results of an audit performed by them which report is in form and substance satisfactory to each Agent; and
(ii) the duly executed Class B Note(s) registered in the name of each Agent as nominee on behalf of the Class B Owners in its Purchaser with such other certificates Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class B Notes hereunder will not result in a reduction or withdrawal of the rating of its officers or others and such its related financing conduit’s Commercial Paper Notes by Moody’s, Standard & Poor’s or any other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and nationally recognized rating agency rating its counsel may reasonably requestCommercial Paper Notes.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and BSPRO required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIBSPRO’s respective articles of incorporation and certificates of incorporationformation or limited partnership, as applicable, and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI BSPRO issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIBSPRO, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI BSPRO (each each, a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such partyeach Loan Seller Party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partyeach Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the each Loan Seller Party is a party or by which the each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the each Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI BSPRO shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI BSPRO shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition, business or operations of the Seller required to be performed by it at or prior to Company and its subsidiaries, as a whole, from that set forth in the Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date pursuant and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of foregoing effect. Such certificate will also provide that the representations and warranties of the Seller under this Agreement shall be Company contained herein are true and correct in all material respects as of the Closing Date, and no event shall have occurred . The officer making such certificate may rely upon the best of his knowledge as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.proceedings threatened.
(b) The Purchaser Manager shall have received on the following additional closing documentsClosing Date an opinion of Arthur R. Block, Esquire, Senior Deputy General Counsel of t▇▇ ▇▇▇▇▇▇y, dated the Closing Date, to the effect that:
(i) copies the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Seller’s Commonwealth of Pennsylvania and RTI’s respective articles is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of incorporation and certificates its business or its ownership or leasing of incorporation, certified as of property requires such qualification (except where the failure to so qualify would not have a recent date by material adverse effect upon the Secretary business or Assistant Secretary of such party or, alternatively in the case financial condition of the certificates of formation, certified by the Secretary of State of the State of Delaware or MarylandCompany and its subsidiaries, as applicable;a whole),
(ii) a copy each of a certificate of good standing Comcast Cable Communications, Inc. and QVC, Inc. (such corporations are together the "specified subsidiaries" of the Seller Company and RTI issued by the Secretary of State each is a "specified subsidiary" of the State of Delaware or MarylandCompany) has been duly incorporated, is validly existing as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State jurisdiction of Delaware its incorporation and RTI is a corporation duly qualified to transact business and is in good standing under in each jurisdiction in which the laws conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the State of Maryland;Company and its subsidiaries, as a whole),
(Biii) each Loan Seller Party the Offered Securities have been duly authorized, and when executed and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable,
(iv) this Agreement has been duly authorized, executed and delivered by the power Company,
(v) except as rights to conduct its business as now conducted indemnity and to incur and perform its obligations contribution under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the Indemnification Agreement issuance and sale of the Offered Securities by each Loan Seller Party and this Agreement is a legal, valid and binding agreement the Company will not contravene any provision of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at applicable law or in equity, of the United States (except with respect to laws relating specifically to the extent cable communications industry, as to which such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities lawscounsel is not called upon to express any opinion), Pennsylvania, or, to the extent that best knowledge of such public policy considerations limit the enforceability counsel, of any other state or jurisdiction of the provisions United States or of any foreign jurisdiction (in which foreign jurisdiction the Company or any specified subsidiary does business which is material to the Company and its subsidiaries, as a whole), or the articles of incorporation or by-laws of the Agreement Company or, to the best knowledge of such counsel, any agreement or other instrument binding upon the Company, and, except for the orders of the Commission making the Registration Statement effective (which purport have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to provide indemnification which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to securities law violations;
(D) each Loan Seller Party’s execution consents, approvals and delivery ofauthorizations relating specifically to the cable communications industry, and as to which such party’s counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance of its obligations under, each of this Agreement by the Company, or the issuance and sale of the Indemnification Agreement do not and will not conflict with Offered Securities by the Company,
(vi) subject to such party’s organizational documents or conflict with or result qualification as may be set forth in the breach Prospectus, the Company and its subsidiaries have, and are in material compliance with, such franchises, and to the best knowledge of any of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the terms or provisions ofmanner described in the Prospectus, except where the failure to have, or constitute a default undercomply with, any indenturesuch franchises, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to licenses and authorizations would not have a material adverse effect on the ability business or financial condition of the Loan Seller Party Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole,
(vii) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to perform therein, fairly present the information called for with respect to such legal matters, documents and proceedings,
(viii) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its obligations under this Agreement subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration Prospectus and is not so described or qualification of any contract or with any federal court or governmental agency or body other document which is required for to be described in the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, Registration Statement or the Prospectus or Final Private Placement Memorandum to be filed as an exhibit to the Registration Statement which is not described or filed as required,
(ix) the security into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Securities (the "Underlying Securities") have been duly authorized and reserved for issuance, and
(x) when the Underlying Securities are issued upon conversion of the Offered Securities in accordance with the terms of the Offered Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities.
(1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date thereof on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date of the Underwriting Agreement or at the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they are made, not misleading; or (3) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All terms used With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in this clause the preparation of the Registration Statement, Prospectus (ivas amended or supplemented) and not otherwise defined herein shall have the meaning set forth in documents incorporated therein by reference and review and discussion of the Indemnification Agreementcontents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.
(c) The Certificates Manager shall have been concurrently issued received on the Closing Date an opinion of Davis Polk & Wardwell, special counsel for the Company, date▇ ▇▇▇ ▇▇▇▇ing ▇▇▇▇, ▇o the effect that:
(i) except as rights to indemnity and sold pursuant contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Offered Securities by the Company will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the terms cable communications industry, as to which such counsel is not called upon to express any opinion), or New York and, except for the orders of the Certificate Purchase Agreements Commission making the Registration Statement effective (which have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or New York is required for the performance of this Agreement by the Company, or the issuance and sale of the Offered Securities by the Company, and
(ii) the statements in the Prospectus Supplement under "Description of [the Offered Securities]", "Certain U.S. Tax Considerations" and "Underwriting" and in the Basic Prospectus under "Description of [the Offered Securities]", "United States Taxation" and "Plan of Distribution", insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to the attention of such counsel that lead them to believe (1) that the Registration Statement and the Prospectus and any supplements or amendments thereto or the documents incorporated by reference in the Registration Statement and Prospectus (except for financial statements and other financial or statistical data included or incorporated by reference therein, as to which such counsel is not called upon to express any belief) did not comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder; (2) that the Registration Statement or any amendment thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief) at the date of the Underwriting AgreementAgreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (3) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date hereof or at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. With respect to the preceding paragraph, Davis Polk & Wardwell may state that their opinion and belief is based ▇▇▇▇ ▇▇▇▇r p▇▇▇▇▇▇▇▇tion in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but is without independent check or verification except as specified.
(d) The Seller and RTI Manager shall have executed received on the Closing Date an opinion of Dow, Lohnes and delivered concurrently herewith Albertson, PLLC special counsel for the Indemnification Company, d▇▇▇▇ ▇he Cl▇▇▇▇▇ ▇▇▇e, to the effect that:
(i) no approval of the Federal Communications Commission (the "FCC") is required in connection with the issuance and sale of the Offered Securities,
(ii) the execution and delivery of this Agreement, by the Company, the fulfillment of the terms set forth herein by the Company and the consummation of the transactions contemplated hereby by the Company do not violate any statute, regulation or other law of the United States relating specifically to the cable communications industry (except as otherwise explicitly set forth in the Prospectus) or, to the knowledge of such counsel, any order, judgment or decree of any court or governmental body of the United States relating specifically to the cable communications industry and applicable to the Company or any subsidiary, and which violation would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole,
(iii) the statements in the Company's most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement and Prospectus [identify sections describing cable regulatory matters] as updated by the Company's most recent Quarterly Reports on Form 10-Q incorporated in the Registration Statement and Prospectus and as updated by the Prospectus, insofar as they are, or refer to, statements of federal law or legal conclusions, have been reviewed by such counsel and present in all material respects the information called for with respect to such statements of federal law or legal conclusions, and
(iv) such counsel does not know of any proceeding pending before the FCC to which the Company or any of its subsidiaries is a party or involving the cable communications properties, licenses or authorizations of the Company and its subsidiaries, or of any cable communications law or regulation relevant thereto required to be described in the Registration Statement or Prospectus pursuant to Regulation S-K promulgated under the Securities Act, which is not described as required.
(e) The Seller Manager shall have received on the Closing Date an opinion of Cahill Gordon & Reindel (a partnership including a profession▇▇ ▇▇▇▇▇▇▇▇▇▇on), counsel for the Underwriters, dated the Closing Date, covering the matters requested by and RTI in form and substance reasonably satisfactory to the Manager.
(f) The Manager shall furnish have received on the Purchaser with such other certificates of its officers or others Closing Date, a letter dated the Closing Date, in each case in form and such other documents substance satisfactory to the Manager, from Deloitte & Touche LLP, independent public accountants, containing statements and opinions to evidence fulfillment information of the conditions set forth type ordinarily included in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective 's articles of incorporation association and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively Seller;
(ii) an original or copy of a certificate of good standing of such Seller issued by (A) in the case of Natixis RE, the certificates Secretary of formationthe State of New York and (B) in the case of Natixis CMF, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. 5.1 Conditions to Each Party’s Obligation to Complete the Closing. The respective obligations of the Purchaser Parties to purchase complete the Mortgage Loans shall be Closing are subject to the waiver by both Licensor and Licensee or the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each The resignation of all the current Board of Directors of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, Licensee and the Purchaser shall have received a certificate to appointment of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and three non-executive independent Directors nominated by the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.Licensor.
(b) The Purchaser shall have received resignation of all the following additional closing documents:
(i) copies current Officers of the Seller’s Licensee and RTI’s respective articles the appointment of incorporation and certificates of incorporation, certified ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as of its President. After undertaking a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case review of the certificates of formation, certified by the Secretary of State future plans of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectlyLicensee, the validity or enforceability Board of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have Directors will appoint a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementChief Executive Officer.
(c) The Certificates shall have been concurrently issued and sold pursuant Proof satisfactory to the terms of the Certificate Purchase Agreements and the Underwriting AgreementLicensor that a fair resolution in writing has been entered into with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
(d) The Seller and RTI shall have executed and delivered concurrently herewith Proof satisfactory to the Indemnification AgreementLicensor that a fair resolution in writing has been entered into with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
(e) The Seller Proof satisfactory to the Licensor that a fair resolution in writing has been entered into with ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, his family and RTI shall furnish his known associates for the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment cancellation of the conditions set forth shares of the Licensee currently owned by them.
(f) The Licensor in its sole discretion is satisfied with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission against the shares of the Licensee.
(g) Arrangements satisfactory to the Licensor have been concluded with BitReturn for the removal of the United States Dollars Three Hundred and Fifty Thousand (US$350,000.00) amount outstanding under the terms of the Definitive Acquisition Agreement between BLGI (as Envoy Group Corp) and BitReturn.
(h) Proof satisfactory to the Licensor that arrangements have been made with the majority shareholder of BLGI for repayment of the United States Dollars One Hundred and Sixty Nine Thousand Seven Hundred and Twenty Nine (US$169,729.00) owed to the Company.
(i) Proof satisfactory to the Licensor that the necessary steps have commenced to bring all the Licensee’s filing with the appropriate Regulatory Authority up to date.
(j) The Licensee has a written agreement with Bellridge Capital LP to provide a Line of Credit of up to United States Dollars Five Million (US$5,000,000.00) on terms that are acceptable to the Licensor and Bellridge Capital LP has advanced United States Dollars Two Hundred and Fifty Thousand ($US$250,000.00) of this financing to the Licensor on behalf of the Licensee.
(k) The Licensor has completed an assignment of the Software License Agreement as the Purchaser and its counsel may reasonably requestwith Benchmark Advisors (Bahamas) Limited dated 20th February 2019.
Appears in 1 contract
Sources: Software License Agreement (Black Cactus Global, Inc.)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.,
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective articles 's certificate of incorporation and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the such Seller and RTI issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s the Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with the State of New York, in the case of Natixis RE or the State of Delaware, in the case of Natixis CMF or any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser Underwriters under this Agreement to purchase the Mortgage Loans shall Securities will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to You shall have received on the Closing Date pursuant a certificate, dated the Closing Date and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of effect that the representations and warranties of the Seller under Company contained in this Agreement shall be are true and correct in all material respects as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date, . The officer signing and no event delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.
(b) You shall have occurred as of received on the Closing Date whichan opinion of J▇▇▇▇ Day, with notice or passage of timecounsel for the Company, would constitute a default under this Agreementdated the Closing Date, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.set forth in Schedule III.
(bc) The Purchaser You shall have received on the following additional closing documents:
(i) copies Closing Date an opinion of Drinker, B▇▇▇▇▇ & R▇▇▇▇ LLP, FCC counsel for the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationCompany, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;, substantially in the form set forth in Schedule IV.
(iiid) You shall have received on the Closing Date an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel of for the Seller and RTIUnderwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):you.
(Ae) the Seller is You shall have received a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the executionletter, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or dated as of the Closing Date, contained or containsin form and substance reasonably satisfactory to you, from the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the Seller financial statements and certain financial information contained in or incorporated by reference into the Mortgage LoansProspectus, any untrue statement of provided that the letter delivered on the Closing Date shall use a material fact or omits to state a material fact necessary in order to make “cut-off date” not earlier than the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreementdate hereof.
(cf) The Certificates You shall have been concurrently issued received on the Closing Date a certificate, dated the Closing Date and sold pursuant signed by the Company’s Director of Regulatory, Technology and Compliance Affairs or other appropriate officer, regarding the Company’s 800 MHz Specialized Mobile Radio licenses, in form and substance reasonably satisfactory to the terms of the Certificate Purchase Agreements and the Underwriting Agreementyou.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted execute and deliver and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations As conditions to the execution, authentication and delivery of the Purchaser to purchase Notes by the Mortgage Loans Indenture Trustee and the sale of the Notes by the Trust (by issuance thereof by the Trust upon the Trust's instructions) on the Closing Date, (i) the Trust shall be subject have received by wire transfer the net proceeds of sale of the Class A Notes, the Class B-1 Notes and the Class B-2 Notes in authorized denominations equal in the aggregate to the satisfactionInitial Class A Note Principal Balance, the Initial Class B-1 Note Principal Balance and the Initial Class B-2 Note Principal Balance, and (ii) the Indenture Trustee shall have received the following on or before the Closing Date:
(a) The List of Initial Contracts, certified by the President, any Senior Vice President, any Vice President or any Assistant Vice President of the Servicer;
(b) Copies of resolutions of the Depositor approving the execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, certified by a Secretary or an Assistant Secretary of the Depositor;
(c) A copy of an officially certified document, dated not more than 30 days prior to the Closing Date, of evidencing the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed due organization and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of Depositor in the State of Delaware or MarylandDelaware;
(d) A copy of the Trust Certificate;
(e) Delivery of the executed Financing Statements with respect to the Contracts, in accordance with the Filing Requirements, prepared for filing;
(f) A certificate listing the Servicing Officers as applicable dated not earlier than sixty (60) days prior to of the Closing Date;
(iiig) an opinion of counsel Executed copies of the Seller and RTI, Transaction Documents in form and substance satisfactory acceptable to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNote Insurer;
(Bh) each Loan Seller Party has Copies of resolutions of the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Board of Directors of First Sierra approving the execution, delivery and performance of this Agreement Indenture and the Indemnification Agreement by each Loan Seller Party and this Agreement other Transaction Documents to which it is a legalparty and the transactions contemplated hereby and thereby, valid and binding agreement certified by a Secretary or an Assistant Secretary of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsFirst Sierra;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questionsA copy of an officially certified document, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely dated not more than 30 days prior to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or containsevidencing the due organization and good standing of First Sierra in the States of Delaware and Texas;
(j) A custody receipt, substantially in the form of Exhibit A hereto, pursuant to which the Indenture Trustee certifies that it has received a contract file with respect to each Contract on the Seller or the Mortgage Loans, any untrue statement List of Contracts;
(k) All Necessary Consents;
(l) An executed Note Insurance Policy;
(m) A letter from Mood▇'▇ ▇▇▇t it has assigned a material fact or omits to state a material fact necessary in order to make the statements therein relating rating of (i) "P-1" to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause Class A-1 Notes and (ivii) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant "Aaa" to the terms of Class A-2 Notes, the Certificate Purchase Agreements Class A-3 Notes and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.Class A-4 Notes;
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, Preliminary Private Placement Memorandum or the Preliminary Class BWP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class BWP Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective 's articles of incorporation association and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively Seller;
(ii) an original or copy of a certificate of good standing of such Seller issued by (A) in the case of Natixis RE, the certificates Secretary of formationthe State of New York and (B) in the case of Natixis CMF, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Placement Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles 's certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case Seller;
(ii) a certificate as of the certificates a recent date of formation, certified by the Secretary of State of the State of Delaware or Marylandto the effect that the Seller is duly organized, as applicable;
(ii) a copy of a certificate of existing and in good standing of the Seller and RTI issued by the Secretary of State of in the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing DateDelaware;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's certificate of incorporation or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any the State of Delaware or federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates and the RR Interest shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement, the Certificate Purchase Agreements and the Underwriting RR Interest Purchase Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's [certificate of incorporation] [articles of incorporation association] and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant [Assistant] Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) [a certificate as of a recent date of the [________] to the effect that the Seller is duly organized, existing and in good standing in the State of [________]] [a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date];
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation [________] duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland[________];
(B) each Loan the Seller Party has the [corporate] power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary [corporate or other] action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's [charter] [certificate of incorporation] or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any the State of [________] or federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition, business or operations of the Seller required to be performed by it at or prior to Company and its subsidiaries, as a whole, from that set forth in the Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date pursuant and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of foregoing effect. Such certificate will also provide that the representations and warranties of the Seller under this Agreement shall be Company contained herein are true and correct in all material respects as of the Closing Date, and no event shall have occurred . The officer making such certificate may rely upon the best of his knowledge as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.proceedings threatened.
(b) The Purchaser Manager shall have received on the following additional closing documentsClosing Date an opinion of Arthur R. Block, Esquire, Senior Vice President of the Compa▇▇, ▇▇▇▇▇ the Closing Date, to the effect that:
(i) copies the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Seller’s Commonwealth of Pennsylvania and RTI’s respective articles is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of incorporation and certificates its business or its ownership or leasing of incorporation, certified as of property requires such qualification (except where the failure to so qualify would not have a recent date by material adverse effect upon the Secretary business or Assistant Secretary of such party or, alternatively in the case financial condition of the certificates of formation, certified by the Secretary of State of the State of Delaware or MarylandCompany and its subsidiaries, as applicablea whole);
(ii) a copy of a certificate of good standing each of the Seller Senior Indenture dated as of [ ] (the "Senior Indenture") among the Company, the Cable Guarantors and RTI issued The Bank of New York, as trustee, and the Subordinated Indenture dated as of [ ] (the "Subordinated Indenture") among the Company and the Cable Guarantors and The Bank of New York, as trustee has been duly authorized, executed and delivered by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing DateCompany;
(iii) an opinion of counsel of the Seller Warrant Agreement, if any, has been duly authorized, executed and RTI, in form and substance satisfactory to delivered by the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandCompany;
(Biv) each Loan Seller Party the Unit Agreement, if any, has been duly authorized, executed and delivered by the power Company;
(v) the Offered Company Securities have been duly authorized by the Company;
(vi) this Agreement has been duly authorized, executed and delivered by the Company;
(vii) except as rights to conduct its business as now conducted indemnity and to incur and perform its obligations contribution under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying under applicable law, the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery by each Issuer of, and such party’s the performance by each Issuer of its obligations under, each of this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Indemnification Agreement do not and Additional Guarantee, if any, will not conflict contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such party’s organizational documents or conflict with or result in counsel is not called upon to express any opinion), Pennsylvania, or, to the breach best knowledge of such counsel, of any other state or jurisdiction of the terms United States or provisions ofof any foreign jurisdiction (in which foreign jurisdiction the Company or any specified subsidiary does business which is material to the Company and its subsidiaries, as a whole), or constitute a default underthe articles of incorporation or by-laws of the Company or, to the best knowledge of such counsel, any indenture, mortgage, deed of trust, loan agreement or other material agreement instrument binding upon such Issuer, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") (which have been obtained) and such permits or instrument similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which the Loan Seller Party such counsel is a party not called upon to express any opinion), no consent, approval or by which the Loan Seller Party is bound, or to which any authorization of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on or agency of the Loan Seller PartyUnited States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any;
(Eviii) there is no litigationsubject to such qualification as may be set forth in the Prospectus, arbitration or mediation pending before any courtthe Company and its subsidiaries have, arbitratorand are in material compliance with, mediator or administrative bodysuch franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Prospectus, except where the failure to have, or to comply with, such counsel’s actual knowledgefranchises, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to licenses and authorizations would not have a material adverse effect on the ability business or financial condition of the Loan Seller Party Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole;
(ix) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to perform therein, fairly present the information called for with respect to such legal matters, documents and proceedings;
(x) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its obligations under this Agreement subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Indemnification AgreementProspectus and is not so described or of any contract or other document which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required;
(xi) the securities into which the Offered Company Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the "Underlying Securities") have been duly authorized and reserved for issuance; and
(Fxii) no consentwhen the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, approvalsuch Underlying Securities will be validly issued, authorization, order, license, registration fully paid and non-assessable and will not be subject to any preemptive or qualification of other right to subscribe for or with purchase such Underlying Securities.
(1) that the Registration Statement or any federal court or governmental agency or body is required amendments thereto (except for the consummation financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any Loan Seller Party belief), on the date on which it became effective or the date of filing of the transactions contemplated most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by this Agreement and reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel date of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus Underwriting Agreement or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of at the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they are made, not misleading; or (3) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All terms used With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in this clause the preparation of the Registration Statement, Prospectus (ivas amended or supplemented) and not otherwise defined herein shall have the meaning set forth in documents incorporated therein by reference and review and discussion of the Indemnification Agreementcontents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.
(c) The Certificates Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, special counsel for the Company, dated the Clos▇▇▇ ▇ate, ▇▇ ▇▇▇ effect that:
(i) each Cable Guarantor is a corporation or limited liability company duly incorporated or duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation;
(ii) each of the Senior Indenture and the Subordinated Indenture has been concurrently issued duly authorized, executed and sold pursuant delivered by each Cable Guarantor and assuming each of the Senior Indenture and the Subordinated Indenture has been duly authorized, executed and delivered by the Company and duly executed and delivered by the respective trustee thereto, each of the Senior Indenture and the Subordinated Indenture is a valid and binding agreement of each Issuer, enforceable against each Issuer in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(iii) assuming the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Warrant Agent, the Warrant Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(iv) assuming the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Agent, the Unit Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(v) the Additional Guarantee, if any, has been duly authorized, executed and delivered by each Cable Guarantor and is a valid and binding agreement of each Cable Guarantor, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(vi) the Cable Guarantees have been duly authorized, and, assuming the Offered Company Securities have been authorized by the Company, when the Offered Company Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture or Subordinated Indenture, will be valid and binding obligations of the Cable Guarantors, enforceable against them in accordance with their terms (subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles), and will be entitled to the terms benefits of the Certificate Purchase Agreements and the Underwriting Agreementrelevant Senior Indenture or Subordinated Indenture.
(dvii) The Seller and RTI shall have this Agreement has been duly authorized, executed and delivered concurrently herewith the Indemnification Agreement.by each Cable Guarantor party hereto;
(eviii) The Seller each of the Senior Indenture and RTI shall furnish the Purchaser with such other certificates Subordinated Indenture has been duly qualified under the Trust Indenture Act;
(ix) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its officers obligations under, this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or others New York, or the articles of incorporation or bylaws or equivalent organizational documents of any Cable Guarantor and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act (which have been obtained) and such other documents and opinions permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to evidence fulfillment which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the conditions set forth United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or New York is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, and
(x) the statements in this Agreement as the Purchaser and its counsel may reasonably request.Prospectus Supplement under "Description of [the Offered Securities]", "Certain U.S. Tax Considerations" and
Appears in 1 contract
Sources: Underwriting Agreement (Comcast Cable Communications Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation[list organizational documents], certified as of a recent date by the Secretary or Assistant Secretary of such party or, the Seller or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable[_____];
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable [_____] dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation [_____] duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland[_____];
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Starwood Commercial Mortgage Depositor, LLC)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on On or prior to the Closing Datedate of execution hereof, of the Transferor shall deliver to the Administrative Agent and the Purchaser Agents the following conditionsdocuments, instruments and fees, all of which shall be in a form and substance acceptable to the Administrative Agent and the Purchaser Agents:
(a) Each A copy of the obligations resolutions of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms Board of this Agreement shall have been duly performed and complied with and all Directors of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, Transferor certified by the its Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize approving the execution, delivery and performance by the Transferor of this Agreement and the Indemnification Agreement other Transaction Documents to be delivered by each Loan Seller Party the Transferor hereunder or thereunder and this Agreement is a legalall other documents evidencing necessary corporate action and governmental approvals, valid if any.
(b) The Articles of Association and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability bylaws of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery ofTransferor, and such party’s performance of certified by its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreementcorporate secretary.
(c) The Certificates shall have been concurrently issued and sold pursuant A Certificate of the Comptroller of the Currency as to the terms authorization of the Certificate Purchase Agreements and Transferor to conduct the Underwriting Agreementbusiness of banking, dated a date reasonably prior to the Closing Date.
(d) The Seller A Certificate of an officer of the Transferor as to the truth of representations and RTI shall have executed warranties on the Closing Date, and delivered concurrently herewith a certificate of the Indemnification AgreementSecretary of the Transferor as to the incumbency of all officers signing Transaction Documents on its behalf, with such attachments, and including such other matters, as are requested by the Administrative Agent or any of the Purchaser Agents.
(e) The Seller and RTI shall furnish Acknowledgment copies of proper financing statements (Form UCC-1) naming the Transferor as the debtor in favor of the Purchaser Agents, for the benefit of the Purchasers and the Bank Investors, as secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Purchaser Agents desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Purchaser Agents' undivided percentage interest in all Receivables, Related Security, Collections and Proceeds relating thereto.
(f) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by Transferor.
(g) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by GE and copies of proper financing statements (Form UCC-1) naming the Transferor as the secured party against GE, as debtor, to be filed in all appropriate jurisdictions in order to perfect the Transferor's interest in all property purchased by it pursuant to the GE Agreement.
(h) Certified copies of request for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent and the Purchaser Agents) dated a date reasonably near the date of the initial Incremental Transfer listing all effective financing statements which name the Transferor (under its present name and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to item (e) above together with copies of such financing statements (none of which shall cover any Receivables or Accounts.
(i) An opinion of in-house counsel to the Transferor and the Collection Agent, covering the matters requested by the Administrative Agent and the Purchaser Agents.
(j) A copy of an executed notice to MCI from the Transferor excluding the Receivables from being conveyed pursuant to the Bank Receivables Purchase Facility.
(k) An executed copy of the GE Agreement pursuant to which all conditions precedent shall have been satisfied or waived (with the prior consent of the Administrative Agent and the Purchaser Agents), and all other certificates documents, instruments and agreements executed in connection therewith.
(l) An opinion of its officers ▇'▇▇▇▇▇▇, Cavanagh, Anderson, ▇▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Arizona counsel to the Transferor, as to the perfection and priority of the ownership or others security interests created hereunder.
(m) An opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Transferor, as to (i) the enforceability of any security interest created hereunder notwithstanding any insolvency of the Transferor, (ii) creation of the ownership or security interests under this Agreement and (iii) the characterization of the Receivables as accounts or general intangibles.
(n) Opinions of counsel to GE (or letters with respect thereto entitling the Administrative Agent and the Purchaser Agent to rely thereupon) regarding (i) the enforceability of the GE Agreement against GE and (ii) perfection and priority of the ownership or security interests under the GE Agreement.
(o) A computer tape (to the Administrative Agent only) setting forth as of the Valuation Date all Receivables and the Receivables balances thereon and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Administrative Agent or any Purchaser and its counsel Agent may reasonably request.
(p) An executed copy of this Agreement, the Fee Letter, the Sheffield Fee Letter, the Sheffield Agreement and each of the other Transaction Documents to be executed by the Transferor.
(q) The Transfer Certificates, duly executed by the Transferor.
(r) The Certificates, duly executed by the Transferor and appropriately completed.
(s) The Additional Investment Certificate, duly executed by the Transferor.
(t) Evidence that the fees due and owing on the Closing Date under the Fee Letter and the Sheffield Fee Letter have been paid.
(u) Evidence that the Spread Account, the Excess Funding Account and the Collection Account have been established in accordance with Section 2.12 hereof.
(v) An opinion of in-house counsel to MCI to the effect that (i) the execution, delivery, and performance by the Transferor of this Agreement, the GE Agreement and the transactions contemplated hereby and thereby will not create a default under, or a violation of, the Credit Agreement and (ii) the amendments to the Credit Agreement described in Section 4.1(x) hereof have been, assuming due authorization by the other parties thereto and the genuineness of all signatures, in each case other than those of MCI, approved in accordance with the provisions thereof.
(w) Sheffield shall have received a letter from Moody's confirming the rating of Sheffield's Commercial Paper after taking into effect Sheffield's execution and performance of this Agreement.
(x) Copies of (i) the amendment dated as of May 7, 1999 to the Credit Agreement and (ii) the amendment dated as of June 10, 1999 to the Credit Agreement, in each case, duly executed by each party thereto.
(y) A draft confirmation with respect to the Interest Rate Cap, which shall be in effect on the Closing Date.
(z) Copies of proper financing statements (Form UCC-2) amending any existing financing statements naming the Transferor as debtor in favor of MCI as secured party, having the effect that the Receivables, Related Security Collections and Proceeds relating thereto will be excluded from the liens described in any such financing statements.
(aa) A certificate of an officer of MCI to the effect that: (i) the amendments to the Credit Agreement described in clause 4.1
Appears in 1 contract
Sources: Transfer and Administration Agreement (Metris Direct Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association, duly organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The obligations effectiveness of the Purchaser to purchase the Mortgage Loans shall be this Agreement is subject to the satisfaction, on or prior to the Closing Date, satisfaction of the following conditionsconditions precedent:
(a) Each The Administrative Agent’s receipt of the obligations following, each of which shall be originals, telecopies or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Seller required Borrower, each (to be performed by it at or prior to the extent applicable) dated the Closing Date pursuant to (or, in the terms case of certificates of governmental officials, a recent date before the Closing Date):
(i) executed counterparts of this Agreement shall have been duly performed and complied from the Borrower;
(ii) such certificates with and all respect to resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the jurisdiction of its formation; and
(iv) a customary legal opinion or opinions from counsel to the Borrower, addressed to the Administrative Agent and each Lender.
(b) The representations and warranties of the Seller under this Agreement Borrower contained in Article V or any other Loan Document shall be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which case, they shall be true and correct in all material respects respects), on and as of the Closing Datedate of such Borrowing, except to the extent that such representations and no event warranties specifically refer to an earlier date, in which case they shall have occurred be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect”, in which case, they shall be true and correct in all respects), as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:such earlier date.
(i) copies of The Administrative Agent and the Seller’s Lenders shall have received all documentation at least three (3) Business Days prior to the Closing Date and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date other information about the Borrower that shall have been reasonably requested by the Secretary Administrative Agent or Assistant Secretary of such party orany Lender in writing at least ten (10) Business Days prior to the Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, alternatively in including without limitation the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
PATRIOT Act and (ii) if the Borrower qualifies as a copy “legal entity” customer under the Beneficial Ownership Regulation and the Administrative Agent has provided the Borrower the name of a certificate of good standing of the Seller each requesting Lender and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty its electronic delivery requirements at least ten (6010) days Business Days prior to the Closing Date;
, the Administrative Agent and each such Lender requesting a Beneficial Ownership Certification (iiiwhich request is made through the Administrative Agent) an opinion of counsel of the Seller and RTIwill have received, in form and substance satisfactory at least three (3) Business Days prior to the Purchaser and its counselClosing Date, substantially the Beneficial Ownership Certification in relation to the effect that, with respect to each of Borrower. Without limiting the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability generality of the provisions of the Agreement which purport to provide indemnification last paragraph of Section 9.03, for purposes of determining compliance with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations underthe conditions specified in this Section 4.01, each of Lender that has signed this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents shall be deemed to have consented to, approved or conflict with accepted or result in the breach of any of the terms or provisions ofto be satisfied with, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement each document or other material agreement matter required thereunder to be consented to or instrument approved by or acceptable or satisfactory to which a Lender unless the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to Administrative Agent shall have received notice from such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially Lender prior to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the proposed Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementDate specifying its objection thereto.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations effectiveness of this Agreement and the Purchaser to purchase initial Advance under the Mortgage Loans Line of Credit shall be subject to the satisfactionconditions precedent that Lender shall have received on or before the Closing Date the following:
(a) Each of the Loan Documents satisfactory in form, content and manner of execution and delivery to Lender and its counsel.
(b) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party.
(c) Such documents and certifications as Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification.
(d) A favorable opinion of legal counsel to the Loan Parties addressed to ▇▇▇▇▇▇, addressing such matters with respect to the Loan Parties as Lender may reasonably request.
(e) A duly completed Compliance Certificate as of the date hereof, signed by a Responsible Officer of Borrower, setting forth in reasonable detail the calculations required to show that Borrower is in compliance with the financial covenants of this Agreement.
(f) A certificate signed by a Responsible Officer of Borrower certifying that the conditions specified in Sections 4.2(a), (b) and (c) have been satisfied; provided, that the delivery of an Advance Request to Lender shall be deemed satisfaction of this condition precedent.
(g) The results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, together with copies of any financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to Lender that the Liens indicated in any such financing statement (or similar document) have been or will be contemporaneously released or terminated, and such other litigation, bankruptcy, and other searches with respect to the Loan Parties as Lender requires.
(h) The Pledge Agreement creates a valid and perfected first priority Lien on the Collateral described therein, and related UCC filings have been duly recorded and filed (or submitted for recording or filing) to the satisfaction of ▇▇▇▇▇▇ and its counsel.
(i) Payment by Borrower of all fees and expenses that under the terms hereof or of the Fee Letter that are due and payable on or prior to the Closing Date, of and the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Datefees, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion disbursements of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementLender.
(cj) The Certificates shall have been concurrently issued Any and sold pursuant to all documentation and other information requested by Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the terms USA PATRIOT Act, and a Beneficial Ownership Certification and copies of all applicable identification from Borrower and any entity constituting a “legal entity customer” under the Certificate Purchase Agreements and the Underwriting AgreementBeneficial Ownership Regulation.
(dk) The Seller Such other documents, financial statements, instruments, agreements, certificates, and RTI shall have executed and delivered concurrently herewith information as are customary or appropriate for transactions similar to the Indemnification AgreementLine of Credit, as determined by Lender, or as has been otherwise reasonably requested by Lender.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Loan Agreement (New England Realty Associates Limited Partnership)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)