Correctness of Representations and Warranties. The representations and warranties made by Purchaser in this Agreement to be made on or prior to the Agreement Date or Closing Date, as applicable, are true and correct in all material respects as of the date thereof.
Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Date are true and correct in all material respects.
Correctness of Representations and Warranties. All of the representations and warranties of the applicable Seller or Sellers under this Agreement shall be true and correct as of such Closing Date (except as otherwise expressly provided for herein), and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement.
Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement are, and shall continue to be, true and correct in all material respects on the Sale Date and the Transfer Date.
Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement are true and correct in all material respects as of the Sale Date.
Correctness of Representations and Warranties. All of the representations and warranties of Buyer contained in this Agreement shall have been true and complete in all material respects on the date hereof and shall be true and complete in all material respects on the Closing Date with the same effect as if made on the Closing Date, and Buyer shall have executed and delivered to Seller at Closing a certificate to such effect.
Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Date are true and correct in all material respects; provided however, that, if the representations and warranties made in Sections 5.03(b) and 6.06(e) hereof with respect to any Servicing Agreement are not true and correct in all material respects on the Closing Date, unless otherwise agreed in writing by Purchaser, (a) the Current Excess Servicing Spread for the Mortgage Loans relating to the affected Servicing Agreements shall not be sold to Purchaser and (b) such Servicing Agreements shall be removed from the definition of Servicing Agreements. In the event that the representations and warranties made in Sections 5.03(b) and 6.03(e) hereof are not true and correct in all material respects on the Closing Date with respect to a Servicing Agreement (a) unless the Purchaser elects to waive the failure of such representations and warranties with respect to any such Servicing Agreement and purchase the related Current Excess Servicing Spread, Seller shall have no further obligations to Purchaser with respect to such Servicing Agreement or the related Mortgage Loans and (b) the failure of such representations and warranties to be true and correct in all material respects on the Closing Date with respect to a Servicing Agreement or any number of Servicing Agreements shall not be considered a failure of the condition precedent contained in this Section 9.01 for the consummation of the transactions contemplated hereby with respect to those Servicing Agreements that do satisfy this condition.
Correctness of Representations and Warranties. The representations and warranties made by Purchaser in this Agreement are true and correct in all material respects.
Correctness of Representations and Warranties. The representations and warranties of Sellers contained in this Agreement and in the related Exhibits and Schedules, to be delivered to Buyer pursuant hereto and in connection herewith shall be true on the date hereof and on the Closing Date as though such representations and warranties were made on and as of the Closing Date.
Correctness of Representations and Warranties. Seller represents and warrants that (i) to its knowledge it holds good and marketable title in fee simple to the Property, (ii) all closing documents signed by Seller will be valid, authorized and binding upon Seller, (iii) to its knowledge no outstanding contracts, fees, debts or liens exist on the Property (except mortgage liens to be satisfied at closing and other items related to the development of the Property); and (iv) to Seller’s knowledge there are no leases or third-party rights/interests on the Property and Seller is in sole possession. These representations and warranties of Seller shall be evaluated by Buyer during its title review and the Inspection Period and shall not create any obligations of Seller or rights of Buyer, outside of those specified in Paragraphs 4 and 5 of this Agreement.
