Acquirer Representations and Warranties. Acquirer represents and warrants to the Originator as of the date hereof and as of each Purchase Date that: (a) The Acquirer is a Schedule I Bank existing under the laws of Canada and duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not have a material adverse effect on its business, condition or operations. (b) The execution, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party (i) are within the Acquirer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a material default under or material conflict with (1) the charter or by-laws of the Acquirer, (2) any law, rule or regulation applicable to the Acquirer, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Acquirer or its property. (c) There are no actions, suits or proceedings pending or, to the knowledge of the Acquirer, threatened, against or affecting the Acquirer or any of its undertakings and assets, at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would reasonably be expected to materially adversely affect the financial condition or operations of the Acquirer or its property or the ability of the Acquirer to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party, other than those that have been obtained, made or taken. (e) Each of the Origination Purchase Documents to which the Acquirer is a party has been duly executed and delivered by the Acquirer and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Acquirer except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The representations and warranties of the Acquirer shall survive the Purchase Date on which such representations and warranties are given or deemed to be given pursuant to this Agreement for a period of three (3) years following such Purchase Date.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Acquirer Representations and Warranties. The Acquirer hereby represents and warrants to the Originator Sponsor that as of the date hereof Effective Date and as of each Purchase Date the Closing that:
(a) The Acquirer has been duly formed or incorporated and is a Schedule I Bank validly existing in good standing under the laws of Canada its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Agreement;
(b) This Agreement has been duly qualified authorized, executed and delivered by Xxxxxxxx. This Agreement is enforceable against Acquirer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to do business in every jurisdiction where or affecting the nature rights of creditors generally, and (ii) principles of equity, whether considered at law or equity;
(c) The execution and delivery by Acquirer of this Agreement, and the performance by Acquirer of its business requires it obligations under this Agreement, including the purchase of the SPAC Securities and the consummation of the other transactions contemplated herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Acquirer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Acquirer is a party or by which Acquirer is bound or to which any of the property or assets of Acquirer is subject; (ii) the organizational documents of Acquirer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Acquirer or any of Acquirer’s properties that, in the case of clauses (i) and (iii), would reasonably be so qualified, except where the failure expected to so qualify would not have a material adverse effect on its business, condition or operations.the legal authority of Acquirer to comply in all material respects with the terms of this Agreement;
(bd) The executionAcquirer, delivery and performance by the Acquirer or each of the Origination Purchase Documents to funds managed by or affiliated with Acquirer for which it Acquirer is a party acting as nominee, as applicable, (i) are is an institutional “accredited investor” (within the Acquirer’s corporate powersmeaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Exhibit B, (ii) have been duly authorized by all necessary corporate actionis acquiring the SPAC Securities only for its own account and not for the account of others and Acquirer has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) do is not contravene acquiring the SPAC Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Acquirer has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. Acquirer has completed Exhibit B following the signature page hereto and the information contained therein is accurate and complete. Acquirer is not an entity formed for the specific purpose of acquiring the SPAC Securities;
(e) Acquirer understands that the SPAC Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the SPAC Securities have not been registered under the Securities Act. Acquirer understands that the SPAC Securities may not be resold, transferred, pledged or otherwise disposed of by Acquirer absent an effective registration statement under the Securities Act, except (i) to the SPAC or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any certificates or book-entry records representing the SPAC Securities shall contain a legend to such effect. Acquirer acknowledges that the SPAC Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Acquirer understands and agrees that it may be required to bear the financial risk of an investment in the SPAC Securities for an indefinite period of time. Acquirer understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SPAC Securities;
(f) Acquirer understands and agrees that Acquirer is purchasing the SPAC Securities directly from the Sponsor. Acquirer further acknowledges that there have been no representations, warranties, covenants and agreements made to Acquirer by the Sponsor or any of its officers or directors, the SPAC or any of its officers, employees or representatives (together, the “Agents”), or any of its officers, employees or representatives, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement;
(g) Acquirer’s acquisition and holding of the SPAC Securities will not constitute or result in a material default non-exempt prohibited transaction under or material conflict with (1) the charter or by-laws section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law;
(h) In making its decision to purchase the SPAC Securities, Acquirer represents that it has relied solely upon its own independent investigation. Without limiting the generality of the foregoing, Acquirer has not relied on any statements or other information provided by the Agents or any of their respective Affiliates, or any of their respective officers, directors, employees or representatives concerning the Sponsor or the SPAC Securities or the offer and sale of the SPAC Securities. Acquirer acknowledges and agrees that Acquirer has received such information as Acquirer deems necessary in order to make an investment decision with respect to the SPAC Securities, including with respect to the SPAC and the Transaction. Xxxxxxxx represents and agrees that Xxxxxxxx and Acquirer’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Acquirer and such Acquirer’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SPAC Securities. Acquirer has been furnished with all materials that it considers relevant to an investment in the SPAC Securities, has had a full opportunity to ask questions of and receive answers from the SPAC or any person or persons acting on behalf of the SPAC concerning the terms and conditions of the offering of the SPAC Securities to Acquirer; and that Acquirer is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Agents, except for the statements, representations and warranties contained in this Agreement;
(i) Acquirer became aware of this offering of the SPAC Securities solely by means of direct contact between Acquirer and the Sponsor or one of the Agents, and the SPAC Securities were offered to Acquirer solely by direct contact between Acquirer and the Sponsor or one of the Agents. Acquirer did not become aware of this offering of the SPAC Securities, nor were the SPAC Securities offered to Acquirer, by any other means. Acquirer acknowledges that the Sponsor represents and warrants that the SPAC Securities (2i) were not offered to Acquirer by any lawform of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, rule or regulation applicable in a distribution in violation of, the Securities Act, or any state securities laws;
(j) Acquirer acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SPAC Securities. Acquirer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SPAC Securities, and Acquirer has sought such accounting, legal and tax advice as Acquirer has considered necessary to make an informed investment decision;
(k) Acquirer acknowledges and agrees that neither of the Agents nor any Affiliate of either of the Agents (or any officer, director, employee or representative of any of the Agents or any Affiliate thereof) has provided Acquirer with any information or advice with respect to the SPAC Securities nor is such information or advice necessary or desired. Acquirer acknowledges that the Agents, any Affiliate of either of the Agents (or any officer, director, employee or representative of either of the Agents or any Affiliate thereof) (i) have not made any representation as to the SPAC or the quality of the SPAC Securities, (ii) may have acquired non-public information with respect to the SPAC which Acquirer agrees need not be provided to it, (iii) have made no independent investigation with respect to the SPAC or the SPAC Securities or the accuracy, completeness or adequacy of any information supplied to Acquirer by the Sponsor, (iv) have not acted as Acquirer’s financial advisor or fiduciary in connection with the issue and purchase of the SPAC Securities and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the SPAC Securities;
(l) Alone, or together with any professional advisor(s), Acquirer represents and acknowledges that Acquirer has adequately analyzed and fully considered the risks of an investment in the SPAC Securities and determined that the SPAC Securities are a suitable investment for Acquirer and that Acquirer is able at this time and in the foreseeable future to bear the economic risk of a total loss of Acquirer’s investment in the SPAC. Acquirer acknowledges specifically that a possibility of total loss exists;
(m) Acquirer understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the SPAC Securities or made any findings or determination as to the fairness of an investment in the SPAC Securities;
(n) Acquirer is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”), (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Iran, Cuba, North Korea, Syria, the Crimea Region of the Ukraine, the Donetsk People’s Republic, the Luhansk People’s Republic,, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (3v) any ordera non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, writa “Prohibited Investor”). Acquirer represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), judgmentas amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), awardand its implementing regulations (collectively, injunctionthe “BSA/PATRIOT Act”), decree or contractual obligation binding on or affecting Acquirer maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Acquirer or its property.
(c) There are no actions, suits or proceedings pending oralso represents that, to the knowledge extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists. Acquirer further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Acquirer and used to purchase the SPAC Securities were legally derived;
(o) If Acquirer is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the AcquirerCode or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), threateneda church plan (as defined in section 3(33) of ERISA), against a non-U.S. plan (as described in section 4(b)(4) of ERISA) or affecting other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Acquirer or represents and warrants that (i) to its knowledge, neither Sponsor, nor any of its undertakings respective Affiliates that the Sponsor has disclosed to Acquirer for purposes of determining compliance with this section (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and assetshold the SPAC Securities, and none of the Transaction Parties shall at lawany time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the SPAC Securities; (ii) the decision to invest in the SPAC Securities has been made at the recommendation or direction of an “independent fiduciary” (“Independent Fiduciary”) within the meaning of US Code of Federal Regulations 29 C.F.R. section 2510.3 21(c), as amended from time to time (the “Fiduciary Rule”) who is (A) independent of the Transaction Parties; (B) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies (within the meaning of the Fiduciary Rule); (C) is a fiduciary (under ERISA and/or section 4975 of the Code) with respect to Acquirer’s investment in the SPAC Securities and is responsible for exercising independent judgment in evaluating the investment in the SPAC Securities; and (D) is aware of and acknowledges that (I) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in equity connection with the purchaser’s or before any arbitrator or Governmental Authority having jurisdiction whichtransferee’s investment in the SPAC Securities, if adversely determined, would reasonably be expected to materially adversely affect and (II) the Transaction Parties have a financial condition or operations interest in the purchaser’s investment in the SPAC Securities on account of the Acquirer or its property or the ability of the Acquirer fees and other remuneration they expect to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.receive in connection with transactions contemplated hereunder; and
(dp) No authorization or approval or other action by, and no notice Acquirer will have at the Closing sufficient funds to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party, other than those that have been obtained, made or taken.
(e) Each of the Origination Purchase Documents to which the Acquirer is a party has been duly executed and delivered by the Acquirer and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Acquirer except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The representations and warranties of the Acquirer shall survive pay the Purchase Date on which such representations and warranties are given or deemed to be given pursuant to this Agreement for a period of three (3) years following such Purchase DatePrice.
Appears in 1 contract
Samples: Purchase Agreement (DarkPulse, Inc.)
Acquirer Representations and Warranties. The Acquirer hereby represents and warrants to the Originator Sponsor that as of the date hereof Effective Date and as of each Purchase Date the Closing that:
(a) The Acquirer has been duly formed or incorporated and is a Schedule I Bank validly existing in good standing under the laws of Canada its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Agreement;
(b) This Agreement has been duly qualified authorized, executed and delivered by Axxxxxxx. This Agreement is enforceable against Acquirer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to do business in every jurisdiction where or affecting the nature rights of creditors generally, and (ii) principles of equity, whether considered at law or equity;
(c) The execution and delivery by Acquirer of this Agreement, and the performance by Acquirer of its business requires it obligations under this Agreement, including the purchase of the SPAC Securities and the consummation of the other transactions contemplated herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Acquirer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Acquirer is a party or by which Acquirer is bound or to which any of the property or assets of Acquirer is subject; (ii) the organizational documents of Acquirer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Acquirer or any of Acquirer’s properties that, in the case of clauses (i) and (iii), would reasonably be so qualified, except where the failure expected to so qualify would not have a material adverse effect on its business, condition or operations.the legal authority of Acquirer to comply in all material respects with the terms of this Agreement;
(bd) The executionAcquirer, delivery and performance by the Acquirer or each of the Origination Purchase Documents to funds managed by or affiliated with Acquirer for which it Acquirer is a party acting as nominee, as applicable, (i) are is an institutional “accredited investor” (within the Acquirer’s corporate powersmeaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Exhibit B, (ii) have been duly authorized by all necessary corporate actionis acquiring the SPAC Securities only for its own account and not for the account of others and Acquirer has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) do is not contravene acquiring the SPAC Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Acquirer has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. Acquirer has completed Exhibit B following the signature page hereto and the information contained therein is accurate and complete. Acquirer is not an entity formed for the specific purpose of acquiring the SPAC Securities;
(e) Acquirer understands that the SPAC Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the SPAC Securities have not been registered under the Securities Act. Acquirer understands that the SPAC Securities may not be resold, transferred, pledged or otherwise disposed of by Acquirer absent an effective registration statement under the Securities Act, except (i) to the SPAC or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any certificates or book-entry records representing the SPAC Securities shall contain a legend to such effect. Acquirer acknowledges that the SPAC Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Acquirer understands and agrees that it may be required to bear the financial risk of an investment in the SPAC Securities for an indefinite period of time. Acquirer understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SPAC Securities;
(f) Acquirer understands and agrees that Acquirer is purchasing the SPAC Securities directly from the Sponsor. Acquirer further acknowledges that there have been no representations, warranties, covenants and agreements made to Acquirer by the Sponsor or any of its officers or directors, the SPAC or any of its officers, employees or representatives (together, the “Agents”), or any of its officers, employees or representatives, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement;
(g) Acquirer’s acquisition and holding of the SPAC Securities will not constitute or result in a material default non-exempt prohibited transaction under or material conflict with (1) the charter or by-laws section 406 of the AcquirerEmployee Retirement Income Security Act of 1974, as amended (2) any law“ERISA”), rule or regulation applicable to section 4975 of the AcquirerInternal Revenue Code of 1986, as amended (the “Code”), or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Acquirer or its property.applicable similar law;
(ch) There are no actionsIn making its decision to purchase the SPAC Securities, suits or proceedings pending or, to Acquirer represents that it has relied solely upon its own independent investigation. Without limiting the knowledge generality of the Acquirerforegoing, threatened, against Acquirer has not relied on any statements or affecting other information provided by the Acquirer Agents or any of its undertakings their respective Affiliates, or any of their respective officers, directors, employees or representatives concerning the Sponsor or the SPAC Securities or the offer and assetssale of the SPAC Securities. Acquirer acknowledges and agrees that Acquirer has received such information as Acquirer deems necessary in order to make an investment decision with respect to the SPAC Securities, at law, in equity or before any arbitrator or Governmental Authority having jurisdiction whichincluding with respect to the SPAC and the Transaction. Axxxxxxx represents and agrees that Axxxxxxx and Acquirer’s professional advisor(s), if adversely determinedany, would reasonably be expected have had the full opportunity to materially adversely affect ask such questions, receive such answers and obtain such information as Acquirer and such Acquirer’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the financial condition SPAC Securities. Acquirer has been furnished with all materials that it considers relevant to an investment in the SPAC Securities, has had a full opportunity to ask questions of and receive answers from the SPAC or operations any person or persons acting on behalf of the Acquirer or its property or SPAC concerning the ability terms and conditions of the offering of the SPAC Securities to Acquirer; and that Acquirer to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(d) No authorization or approval or other action byis not relying upon, and no notice to or filing withhas not relied upon, any Governmental Authority statement, representation or other Person is required warranty made by any person, including, without limitation, the Agents, except for the due executionstatements, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party, other than those that have been obtained, made or taken.
(e) Each of the Origination Purchase Documents to which the Acquirer is a party has been duly executed and delivered by the Acquirer and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Acquirer except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The representations and warranties contained in this Agreement;
(i) Acquirer became aware of this offering of the SPAC Securities solely by means of direct contact between Acquirer shall survive and the Purchase Date on which Sponsor or one of the Agents, and the SPAC Securities were offered to Acquirer solely by direct contact between Acquirer and the Sponsor or one of the Agents. Acquirer did not become aware of this offering of the SPAC Securities, nor were the SPAC Securities offered to Acquirer, by any other means. Acquirer acknowledges that the Sponsor represents and warrants that the SPAC Securities (i) were not offered to Acquirer by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws;
(j) Acquirer acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SPAC Securities. Acquirer has such representations knowledge and warranties are given or deemed experience in financial and business matters as to be given pursuant capable of evaluating the merits and risks of an investment in the SPAC Securities, and Acquirer has sought such accounting, legal and tax advice as Acquirer has considered necessary to this Agreement for a period make an informed investment decision;
(k) Acquirer acknowledges and agrees that neither of three the Agents nor any Affiliate of either of the Agents (3or any officer, director, employee or representative of any of the Agents or any Affiliate thereof) years following has provided Acquirer with any information or advice with respect to the SPAC Securities nor is such Purchase Date.information or advice necessary or desired. Acquirer acknowledges that the Agents, any Affiliate of either of the Agents (or any officer, director, employee or representative of either of the Agents or any Affiliate thereof) (i) have not made any representation as to the SPAC or the quality of the SPAC Securities,
Appears in 1 contract
Acquirer Representations and Warranties. The Acquirer represents and warrants to the Originator as of the date hereof and as of each Purchase Date that:
(a) The Acquirer is a Schedule I Bank existing financial services cooperative constituted under the laws of Canada Quebec and is duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not have a material adverse effect on its business, condition or operations.
(b) The execution, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party (i) are within the Acquirer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a material default under or material conflict with (1) the charter constating documents or by-laws of the Acquirer, (2) any law, rule or regulation applicable to the Acquirer, or (3) any order, writ, judgment, judgment award, injunction, decree or contractual obligation binding on or affecting the Acquirer or its property.
(c) There are no actions, suits or proceedings pending or, to the knowledge of the Acquirer, threatened, against or affecting the Acquirer or any of its undertakings and assets, at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would reasonably be expected to materially adversely affect the financial condition or operations of the Acquirer or its property or the ability of the Acquirer to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Acquirer of the Origination Purchase Documents to which it is a party, other than those that have been obtained, made or taken.
(e) Each of the Origination Purchase Documents to which the Acquirer is a party has been duly executed and delivered by the Acquirer and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Acquirer except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The representations and warranties of the Acquirer shall survive the Purchase Date on which such representations and warranties are given or deemed to be given pursuant to this Agreement for a period of three (3) years following such Purchase Date.
Appears in 1 contract
Samples: Hypothecary Loan Sale Agreement
