Assignee Representations and Warranties. The Assignee warrants and represents to, and covenants with, the Assignor and each Company that:
(a) The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Purchase, Warranties and Servicing Agreement and the Mortgage Loans, and from and after the date hereof, the Assignee assumes for the benefit of each of the Companies and the Assignor all of the Assignor's obligations as Purchaser thereunder, with respect to the Mortgage Loans;
(b) The Assignee understands that the Mortgage Loans have not been registered under the 1933 Act or the securities laws of any state;
(c) The purchase price being paid by the Assignee for the Mortgage Loans is in excess of $250,000 and will be paid by cash remittance of the full purchase price within sixty (60) days of the sale;
(d) The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person;
(e) The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge in financial and business matters that it is capable of evaluating the merits and the risks of investment in the Mortgage Loans;
(f) The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the Assignor or the Companies;
(g) Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, an interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the 1933 Act or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
(h) Either: (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as...
Assignee Representations and Warranties. The Assignee hereby confirms and agrees that (i) it has received a copy of the Loan Documents, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) it will, independently and without reliance upon the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under any Credit Document; and (iii) it will perform in accordance with their terms all of the obligations that by the terms of any Credit Document are required to be performed by it as a Lender with respect to any Assigned Interests.
Assignee Representations and Warranties. The Assignee represents and warrants to, and covenants with, the Assignor and the Seller as of the date hereof that:
(a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and purchase the Specified Mortgage Loans;
(b) The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Assignee. This Assignment Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and
(c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby.
Assignee Representations and Warranties. Assignee: (a) represents and warrants that as of the Effective Date and the Closing Date (i) it is legally authorized to enter into and perform this Assignment Agreement, (ii) neither Assignee nor any Person acting on its behalf has or will become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Assignment Agreement and (iii) no notice to, registration with, consent or approval of or any other action by any Person is or will be required for Assignee to execute, deliver, and perform its obligations hereunder; (b)
(i) confirms that it has conducted its own independent investigation, review and analysis of the Assigned Documents and the Assigned Interests thereunder, and acknowledges that it has been provided adequate access to such other documents and information as Assignee has deemed appropriate to make its own analysis and decision to enter into this Assignment Agreement and (ii) acknowledges and agrees that in making its decision to enter into this Assignment Agreement and to consummate the transactions contemplated hereby, Assignee has relied solely upon its own investigation and the express representations and warranties of Assignor set forth in this Assignment Agreement (including the Schedule hereto) and has not relied and shall not rely on any other oral or written statements or representations by Assignor or any of their respective affiliates, directors, officers, employees, agents or representatives other than those representations expressly set forth herein; and (c) agrees that it will, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Assigned Documents.
Assignee Representations and Warranties. To the extent Purchaser transfers its right and obligation under this Agreement to purchase the Second Tranche Shares, if any, in whole or in part, to one or more Persons who are Affiliates of Purchaser, the representations and warranties in Article 4 shall be deemed to also be made by Purchaser in respect of each such Person and the representations and warranties in Article 4 shall be deemed to be made in respect of Purchaser and such Person collectively.
Assignee Representations and Warranties. Assignee represents and warrants to Assignor as follows, which representations and warranties shall survive the execution and delivery of this Assignment by Assignee:
Assignee Representations and Warranties. Each Assignee hereby represents and warrants to each Assignor as follows:
Assignee Representations and Warranties. Assignee represents and warrants to Assignor each of the representations and warranties contained in Article 7 of the Purchase Agreement (other than Sections 7.10 and 7.11) as of the date of this Agreement and as of the Closing as if such representations and warranties were made by Assignee with respect to itself, provided that such representations and warranties shall also cover this Agreement and shall exclude matters unrelated to the transactions contemplated by this Agreement.
Assignee Representations and Warranties. Assignee represents and warrants to Assignor and to each other New Common Facilities Owner, as of the date hereof, as follows:
Assignee Representations and Warranties. Assignee represents and warrants to Assignor, as of the date hereof, as follows:
