Accuracy of Information on Final File; Representations and Warranties and Covenants Sample Clauses

Accuracy of Information on Final File; Representations and Warranties and Covenants. It is understood that information relating to the Insured Loans will be delivered to MGIC by electronic format, and that MGIC will not individually underwrite each Insured Loan. Citigroup will deliver or cause to be delivered to MGIC a final data file of Insurable Loans that meet the Eligibility Criteria and the other requirements for Coverage under this letter in a form mutually agreed to by the parties (the “Final File”), a copy of which will be attached to the Certificate for Insured Loans. The Final File will constitute an Application for Coverage under the Master Policy and this letter and any other information provided to MGIC will be considered part of that Application. MGIC has been advised that the Insured loans were made and underwritten by the originator(s) in accordance with the underwriting requirements of the originator in effect at the time of origination of the Insured Loans, including any variances in such underwriting requirements as reflected in the Final File (the "Underwriting Requirements"). Citigroup represents and warrants to MGIC that each Insured Loan meets (a) the Eligibility Criteria set forth in Section 11 above and (b) in all material respects, the Underwriting Requirements. In extending this offer to insure, MGIC is relying on the truth and accuracy of the information relating to the Insured Loans provided by Citigroup, and MGIC has no obligation to insure loans which do not meet the requirements of this letter. Citigroup acknowledges and agrees that (a) the mortgage loan information for each Insurable Loan contained on the Final File provided to MGIC prior to issuance of Coverage and the representations, warranties and covenants in this letter are material to MGIC’s decision as to whether to issue such Coverage on such Insurable Loan, (b) MGIC is relying on such information and representations, warranties and covenants in issuing such Coverage on such Insurable Loan, and (c) the submission of inaccurate information or the breach of such representations, warranties or covenants which is material to the acceptance or pricing of the risk with respect to any Insured Loan may result in rescission or cancellation of Coverage on the affected Insured Loan, with a refund of all premium paid with respect thereto. Citigroup represents and warrants to MGIC that all mortgage loan information provided to MGIC relevant to MGIC’s insurance decision on an Insurable Loan, including but not limited to information contained on the Final File pr...
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Related to Accuracy of Information on Final File; Representations and Warranties and Covenants

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Preserve Accuracy of Representations and Warranties Each party hereto will refrain from taking any action which would render any of its representations and warranties contained in this Agreement untrue, inaccurate or misleading as of Closing and the Effective Time. Through Closing, each party will promptly notify the other parties of any lawsuit, claim, audit, investigation, administrative action or other proceeding asserted or commenced against such party that may involve or relate in any way to another party to this Agreement. Each party hereto will promptly notify the other parties of any facts or circumstances that come to its attention and that cause, or through the passage of time may cause, any of a party's representations, warranties or covenants to be untrue or misleading at any time from the date hereof through Closing.

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • Sole Representations and Warranties Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • No Default; Representations and Warranties, etc Obligors hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

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