Acknowledgment of Seller Sample Clauses

Acknowledgment of Seller. Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor’s assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under the MLPA.
Sample 1Sample 2Sample 3See All (124)
AutoNDA by SimpleDocs
Acknowledgment of Seller. Seller represents and acknowledges that Purchaser has supplied Seller with all financial records, documents and other such information as requested by Seller with respect to the operations of the Purchaser as Seller has requested. Seller is fully familiar with the business, financial condition and prospects of Purchaser and has made an independent evaluation that the Purchase Price is fair and equitable. Seller has had the opportunity to discuss this Agreement and the transactions set forth herein with such advisors as Seller has deemed appropriate.
Sample 1
Acknowledgment of Seller. Seller acknowledges that Purchaser is the issuer of the Notes. Seller also understands and acknowledges that, for this and other reasons, Purchaser has access to (and may be or are in possession of ) information about Purchaser and the Notes (which may include material, non-public information) that may be or is material and superior to the information available to Seller, that Seller does not have such access to such information, and that Purchaser is not sharing any such information with Seller. Seller acknowledges that it is selling the Notes to Purchaser without any reliance on Purchaser or any of Purchaser’s representatives, that Seller’s sale has not been solicited by Purchaser, and that this Purchase Agreement has been entered into at Seller’s initiative based on Seller’s current investment strategies. Seller represents to Purchaser that Seller, together with Seller’s professional advisers, is a sophisticated investor with respect to the Notes and Purchaser, and is capable of evaluating the risks associated with a transaction involving the Notes and Purchaser, including the risk of transacting on the basis of inferior information, and that Seller is capable of sustaining any loss resulting therefrom without material injury. Seller acknowledges and agrees that, except for payment of the Purchase Price, Purchaser will not have any liability arising from this Purchase Agreement, including any liability under the securities or other laws, rules and regulations. Seller also specifically acknowledges that Purchaser would not enter into this Purchase Agreement in the absence of Seller’s representations and acknowledgments set out in this Purchase Agreement, and that this Purchase Agreement, including such representations and acknowledgments, are a fundamental inducement to Purchaser, and a substantial portion of the consideration provided by Seller, in this transaction, and that Purchaser would not enter into this transaction but for this inducement.
Sample 1
Acknowledgment of Seller. Seller acknowledges that, anything in this Agreement or in any Transaction Document to the contrary notwithstanding, the representations, warranties, covenants and agreements of Seller contained in this Agreement or in any Transaction Document shall not be deemed waived by any investigation by Buyer or any of its officers, directors, employees, counsel, accountants, advisors, representatives and/or agents. The right to indemnification, reimbursement or other remedy based upon any of such representations, warranties, covenants and agreements shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or agreement. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any agreement or covenant, will not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty, agreement or covenant.
Sample 1
Acknowledgment of Seller. Seller acknowledges that (i) the restrictions set forth in Section 6.3(a) constitute a material inducement to Buyer’s entering into and performing this Agreement, (ii) the value of the Purchased Assets and goodwill thereof are integral components of the value of the Business to Buyer, and (iii) the scope of the covenants contained in this Section 6.3, including as to time, are necessary to preserve the value of the Purchased Assets for Buyer and to protect the goodwill of the Business. Seller also acknowledges that the limitations of time and scope of activity agreed to in this Section 6.3 are reasonable because, among other things, (i) Buyer and Seller are engaged in a highly competitive industry, (ii) Seller has had unique access to the Trade Secrets and know-how of the Purchased Assets, including the plans and strategy (and, in particular, the competitive strategy) relating to the Purchased Assets, and (iii) Seller is receiving significant consideration in connection with the consummation of the Transaction.
Sample 1
Acknowledgment of Seller. Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under MLPA I. * * * * * * 108 Pooling and Servicing Agreement - Signature Page IN WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. FIRST HORIZON ASSET SECURITIES INC., as Depositor By: ____________________________________ Xxxxxx Xxxxx Vice President THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee By: ____________________________________ Xxxxx Xxxxxxx Vice President FIRST HORIZON HOME LOAN CORPORATION, in its capacity as Master Servicer By: ____________________________________ Xxxxx XxXxx Executive Vice President The foregoing agreement is hereby acknowledged and accepted as of the date first above written: FIRST HORIZON HOME LOAN CORPORATION, in its capacity as Seller By: --------------------------------------- Xxxxx XxXxx Executive Vice President SCHEDULE I First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2005-5 Mortgage Loan Schedule [Available Upon Request from Trustee] SCHEDULE II First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2005-5 Representations and Warranties of the Master Servicer First Horizon Home Loan Corporation ("First Horizon") hereby makes the representations and warranties set forth in this Schedule II to the Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date. Capitalized terms used but not otherwise defined in this Schedule II shall have the meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") relating to the above-referenced Series, among First Horizon, as master servicer, First Horizon Asset Securities Inc., as depositor, and The Bank of New York, as trustee. (1) First Horizon is duly organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and is duly authorized and qualified to transact any and all business contemplated by the Pooling and Servicing Agreement to be conducted by First Horizon in any state in which a Mortgaged Property is...
Sample 1
Acknowledgment of Seller. Seller hereby acknowledges the provisions of this Agreement, including the duties of the Seller created hereunder and the assignment of the representations and warranties made by Seller pursuant to MLPA I. * * * * * *
Sample 1
AutoNDA by SimpleDocs

Related to Acknowledgment of Seller

  • Acknowledgment Regarding Buyer’s Status The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Acknowledgment of Security Interests Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Acknowledgment Regarding Investor’s Status The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acknowledgment of Obligations I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law including, without limitation, common law duties of loyalty and common law and statutory law relating to trade secrets.

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Acknowledgment of Rights The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

  • Acknowledgment Regarding Buyer’s Purchase of Securities The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Acknowledgment of Dilution The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

  • ACKNOWLEDGMENT AND CONSENT Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reimbursement Agreement and this Amendment and consents to the amendment of the Reimbursement Agreement effected pursuant to this Amendment. Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be im­paired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Reimbursement Agreement or any other Credit Document to consent to the amendments to the Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Guarantor to any future amendments to the Reimbursement Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!