Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:
Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
Representations and Warranties Borrower represents and warrants as follows:
Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:
Closing of Books The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
Events of Default Any of the following shall constitute an Event of Default:
Environmental Matters Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
Covenants All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects.
Representations Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—
Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent: