MSR Representations and Warranties Sample Clauses

MSR Representations and Warranties. By signature below, MSR represents and warrants to the City that as of the Effective Date: A. MSR is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is authorized to do business in Seattle, Washington. B. MSR has obtained all corporate authorizations and approvals, including those authorizations required by any lender or affiliate partner or entity, required for MSR to enter this Agreement and MSR has all requisite power and authority to perform its obligations under this Agreement. C. MSR’s execution and delivery of this Agreement and its performance of this Agreement according to its terms does not (i) violate the organizational documents of MSR or (ii) result in a breach of, or constitute a default (or any event which with the giving of notice or lapse of time would become a default) under, require any consent under, or give to any other person any rights of termination, amendment, acceleration, suspension, revocation or cancellation of this Agreement, or result in the creation of any lien on the assets or the properties of MSR. D. No suit, proceeding or other action is pending or, to the knowledge of MSR, is threatened against MSR that would reasonably be expected to have a material adverse effect upon or prevent MSR’s performance under this Agreement. E. The individual executing this Agreement on behalf of MSR has the authority to bind MSR and this Agreement has been duly executed and delivered by MSR and constitutes valid and binding obligations of MSR.
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MSR Representations and Warranties. MSR represents that it is a corporation duly organized, validly existing and in good standing in Mexico, and is legally authorized to transact business in the State of Sonora, and that, except as set forth in Appendix H, it possesses the Permits for the Mine insofar as the Work contemplated by this Mining Contract is concerned (other than any permits required to be obtained by the Contractor under this Mining Contract); that it has the power to execute, deliver and perform under this Mining Contract; that it has duly executed and delivered this Mining Contract; that there is no action, suit, investigation or proceeding affecting MSR, pending or (to MSR's knowledge) threatened before any court, governmental agency or arbitrator that affects or would affect the legality, validity or enforceability of this Mining Contract, or the consummation of the transactions contemplated hereunder; and that, upon its execution and delivery of this Mining Contract (assuming valid execution and delivery by Contractor), the same will be a legal, valid and binding obligation of MSR, enforceable against MSR in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles generally. MSR further represents that the authority of the individuals who signs this contract on its behalf has not been rescinded, revoked, or restricted in any manner whatsoever. -------------------------------------------------------------------------------- H-48
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Related to MSR Representations and Warranties

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.