REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE Sample Clauses
This clause sets out the specific promises, assurances, and ongoing obligations made by a party in an agreement. It typically details factual statements about the party’s authority, legal standing, and compliance with laws, as well as commitments to perform or refrain from certain actions during the contract term. By clearly outlining these representations, warranties, and covenants, the clause helps allocate risk and ensures both parties understand their respective responsibilities and the basis for legal recourse if any statements prove untrue or obligations are breached.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. Seller and the Servicer.
(a) IndyMac, in its capacities as Seller and Servicer, hereby makes the representations and warranties in Schedule II, and by this reference incorporated herein, to the Depositor, the Trustee, the Supplemental Interest Trust Trustee and the Certificate Insurer, as of the Closing Date. The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its credit files for the related Mortgagor for each Mortgage Loan to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.
(b) The Seller, in its capacity as Seller, hereby makes the representations and warranties in Schedule III, and by this reference incorporated herein, to the Depositor, the Trustee, the Supplemental Interest Trust Trustee and the Certificate Insurer, as of the Closing Date, or if so specified therein, as of the applicable Cut-off Date.
(c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. A breach of the representation or warranty made pursuant to clauses (29), (30), (34), (35), (36), (37), (38) and (39) of Schedule III, a breach of the covenant of the Servicer made pursuant to clause (a) above or the fact that any Covered Mortgage Loan is not eligible for coverage under the Pool Policy (including, but not limited to, Covered Mortgage Loans for which coverage was rescinded or a claim for payment under the Pool Policy was denied) will be deemed to materially and adversely affect the interests of the Certificateholders in the related Mortgage Loan. The Seller hereby covenants that within ninety (90) days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to Section 2.03(b) or the second paragraph of Section 2.04 that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall: (i) if the 90 day period expires before the second anniversary of the Closing Date, remove the Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its p...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. Sellers and Master Servicer. ---------------------------
(a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the all of the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to all of the Supplemental Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans that are Countrywide Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans that are Park Granada Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans that are Park Monaco Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans that are Park
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. DEPOSITOR, THE SERVICER AND THE SELLERS; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS 61
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. Purchaser. ---------- The Purchaser, as of the Closing Date, hereby represents and warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained and those filings and registrations that previously have been completed, and except for those filings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
(iii) The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this agreement by the Purchaser, will not violate the Purchaser's certificate of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(vi) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. BUYER31
4.1 Representations and Warranties of the Buyer 31 ARTICLE V CONDITIONS PRECEDENT TO CLOSING 33 5.1 Conditions Precedent to Sellers’ Obligations 33 5.2 Conditions Precedent to the Buyer’s Obligations 34 5.3 Frustration of Closing Conditions 35 5.4 Waiver of Closing Conditions 35 ARTICLE VI CLOSING DELIVERIES 35
6.1 Buyer Deliveries 35 6.2 Sellers Deliveries 36 6.3 Assignment of Certain Transferred Assets 39
7.1 General Right of Inspection 39 7.2 Document Inspection; Contracts 40 7.3 Confidentiality 41 7.4 Examination 41 7.5 Effect and Survival of Disclaimer and Release 42 8.1 Permitted Exceptions 42 8.2 Title Report 42 8.3 Use of Cash Consideration Amount to Discharge Title Exceptions 43
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. Purchaser. ---------
5.1. The Purchaser represents and warrants to, and covenants with, the Company, as of the date hereof and as of the Closing Date, that: (i) the Purchaser is an "accredited investor" as defined in Regulation D under the United States Securities Act of 1933, as amended (the "Securities Act"); and also is knowledgeable and experienced in making investments in private placement transactions such as the purchase of the Preferred Shares; (ii) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (iii) the Purchaser is acquiring the Shares set forth above for its own account for investment and with no present intention of distributing any of such Shares, and no arrangement or understanding exists with any other person regarding the distribution of any of such Shares; (iv) the Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except (a) in the event the Shares are registered pursuant to an effective registration statement under the Securities Act, (b) upon delivery of an opinion of counsel (which shall be in form and substance reasonably satisfactory to the Company) that such registration is not required, (c) in connection with a sale, transfer or other disposition made pursuant to Section 144(k) of the Securities Act or (d) to an Affiliate of the Purchaser provided that (i) in each of cases (a), (c) and (d) set forth above no opinion of counsel shall be required and (ii) such offer, sale, pledge or transfer does not otherwise violate the terms of this Agreement; and (v) the Purchaser has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the offering of the Shares.
5.2. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the tra...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. UNAFFILIATED SELLER, THE DEPOSITOR AND THE SERVICER;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. Ohio & Southwestern Energy Company No representations or warranties are made by any director, officer, employee or shareholder of OSWE as individuals, except as and to the extent stated in this Agreement or in a separate written statement. OSWE hereby represents, warrants and covenants to CB, except as stated in the OSWE Disclosure Statement, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. COMPANY. The Company makes the following representations, warranties and covenants as the basis for the undertakings on its part herein contained:
(A) The Company is a corporation duly organized and validly existing under the laws of the State of New Hampshire, is qualified and authorized to do business in the State and all other jurisdictions in which its operations or ownership of Properties so require, and has the power to enter into this Lease Agreement and the other Basic Documents to which the Company is a party and to carry out its obligations hereunder and thereunder. By proper action of its sole director and sole shareholder, the Company has been duly authorized to execute, deliver and perform this Lease Agreement and the other Basic Documents to which the Company is a party.
(B) Neither the execution and delivery of this Lease Agreement or the other Basic Documents to which the Company is a party, the consummation of the transactions contemplated hereby and thereby nor the fulfillment of or compliance with the provisions of this Lease Agreement or the other Basic Documents to which the Company is a party will (1) conflict with or result in a breach of any of the terms, conditions or provisions of the Company’s articles of incorporation or by- laws or any other restriction, order, judgment, agreement or instrument to which the Company is a party or by which the Company or any of its Property is bound, or constitute a default by the Company under any of the foregoing, or result in the creation or imposition of any Lien of any nature upon any Property of the Company under the terms of any such instrument or agreement, other than the Permitted Encumbrances, (2) require consent (which has not been heretofore received) under any restriction, agreement or instrument to which the Company is a party or by which the Company or any of its Property may be bound or affected, or (3) require consent (which has not been heretofore obtained) under or conflict with or violate any existing law, rule, regulation judgment, order, writ, injunction or decree of any government, governmental instrumentality or court (domestic or foreign) having jurisdiction over the Company or any of the Property of the Company.
(C) Although the completion of the Facility will result in the removal of a plant or facility of the Company from one area of the State to another area of the State or in the abandonment of a plant or facility of the Company located in the State, the Project and ...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE. ADMINISTRATOR
4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.
4.01.03. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which individually or in the aggregate materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.