REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Sample Clauses
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REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER......................14 6.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER..........................................................18 6. CLOSING.................................................................25 7.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan (subject to the last paragraph of this Section 4.1) as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached thereto, and hereby further represents and warrants to Purchaser as of the date hereof that:
4.1.1 Seller is duly organized and is validly existing as a corporation in good standing under the laws of the State of New York. Seller has the requisite power and authority and legal right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to Purchaser and has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement.
4.1.2 This Agreement has been duly and validly authorized, executed and delivered by Seller, and assuming the due authorization, execution and delivery hereof by Purchaser, this Agreement constitutes the valid, legal and binding agreement of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws.
4.1.3 No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by Seller with this Agreement, or the consummation by Seller of any transaction contemplated hereby, other than (A) such qualifications as may be required under state securities or blue sky laws, (B) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with Seller's sale of the Mortgage Loans to...
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents and warrants to Purchaser as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. TO INDUCE PURCHASER TO ENTER INTO THIS AGREEMENT, SELLER HEREBY MAKES FOR THE BENEFIT OF PURCHASER AND ITS ASSIGNS WITH RESPECT TO EACH MORTGAGE LOAN (SUBJECT TO THE LAST PARAGRAPH OF THIS SECTION 4.1) AS OF THE DATE HEREOF (OR AS OF SUCH OTHER DATE SPECIFICALLY SET FORTH IN THE PARTICULAR REPRESENTATION AND WARRANTY) EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH ON EXHIBIT 2 HERETO, EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE A ATTACHED HERETO, AND HEREBY FURTHER REPRESENTS AND WARRANTS TO PURCHASER AS OF THE DATE HEREOF THAT:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. The Seller and the Purchaser each represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. 20 6.1 Seller’s Representations
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. 20 6.1 Seller’s Representations
6.2 AS-IS
6.3 Survival of Seller’s Representations 6.4 Definition of Seller’s Knowledge 6.5 Representations And Warranties Of Purchaser 22
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. (a) Seller. Seller represents and warrants the following to Purchaser and acknowledges that Purchaser shall rely on such representations and warranties in entering into this Agreement:
(i) Seller is a duly organized Delaware corporation with full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder and the individual(s) executing this Agreement on behalf of Seller is/are duly authorized and empowered to act for and to bind Seller. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not violate any provisions of law and do not and will not conflict with or result in the material breach of any condition or provision of any contract, mortgage, lien, lease, agreement, instrument or judgment to which Seller is a party or which is or purports to be binding upon Seller, or constitute a default thereunder, or result in the creation or imposition of any lien, charge or encumbrance upon the Property.
(ii) Seller shall deliver true and correct copies of appropriate corporate resolutions authorizing the sale and lease back of the Property at closing.
(iii) Neither has there been filed by or against Seller a petition in bankruptcy or insolvency proceedings or for reorganization or for the appointment of a receiver or trustee, nor has Seller made an assignment for the benefit of creditors. Seller[j1] is not a party to any litigation respecting the Property and knows of no litigation or threatened litigation affecting the Property or of any proposed condemnation or annexation of the Property, and Seller has not received notice of the violation of any state or federal law or municipal orders, ordinances or requirements affecting the Property.
(iv) To the best of Seller’s knowledge, the Property does not contain any hazardous waste, materials, substances, toxins or other environmentally regulated materials except as may relate to the environmental monitoring specified in paragraph 4(b) above and except for inventory of supplies properly stored at the Property. The term “environmentally regulated materials” shall mean any substance or material which is defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “acutely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” or “known to cause cancer or reproductive toxicity” (or words of similar import), ...