Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller; (ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date; (iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller: (A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales; (B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Sellersuch Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (the “Redwood Parties”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the Seller has the corporate power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Redwood Agreements”) and to perform its obligations under the Redwood Agreements and RTI has the corporate power to execute and deliver the Redwood Agreements and to perform its obligations under the Redwood Agreements;
(C) the board of directors of each Redwood Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Redwood Party of the Seller enforceable against Redwood Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Redwood Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsRedwood Party’s obligations thereunder;
(D) each Redwood Party has duly executed and delivered the SellerRedwood Agreements;
(E) each Redwood Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Redwood Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the articles of incorporation or conflict with certificate of incorporation of the Seller, (b) in the case of RTI, violate any existing provisions of the articles of incorporation or certificate of incorporation of RTI or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Redwood Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is any consequences a party or default by which the Seller is bound, or to which any Redwood Party under any of its property the Redwood Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Redwood Party’s execution or delivery of the Redwood Agreements or by any Redwood Party’s performance of any of its agreements in the Redwood Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Redwood Party and is specifically directed to such Redwood Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Redwood Party may be subject or with review any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association by-laws and certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller Sellers required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller Sellers under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the each Seller’s articles of association 's limited liability company agreement and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the such Seller;
(ii) a an original or copy of a certificate of good standing corporate existence of the each Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSellers, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the each Seller is a public limited liability company duly organized, validly existing existing, and in good standing under the laws of the England and WalesDelaware;
(B) the each Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the each Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the such Seller and this Agreement is a legal, valid and binding agreement of the such Seller enforceable against the such Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the each Seller’s 's execution and delivery of, and the such Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the such Seller’s organizational documents 's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the such Seller is a party or by which the such Seller is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the such Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the either Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the such Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the such Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially Sellers to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such Seller the Sellers or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller the Sellers or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller AIGMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller Sellers shall furnish the Purchaser with such other certificates of its their officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association incorporation and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”);
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller has duly executed and delivered the CIBC Agreements;
(E) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with (a) violate any existing provisions of the Seller’s organizational documents articles of incorporation and by-laws of the Seller or conflict with or (b) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as Time of the Closing Date Sale, contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading, or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Starwood Party”):
(A) the Seller each Starwood Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller each Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller each Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller such party and this Agreement is a legal, valid and binding agreement of the Seller each Starwood Party enforceable against the Sellersuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Starwood Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller Starwood Party is a party or by which the Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerStarwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller any Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and Holding’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and Holdings issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and Holdings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and Holdings (the “Ladder Parties”):
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of Delaware Limited Liability Company Act (the England “DLLCA”). Holdings is a limited liability limited partnership existing and Walesin good standing under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) the Seller has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Ladder Agreements”) and to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Ladder Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Ladder Party of the Seller enforceable against Ladder Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Ladder Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsLadder Party’s obligations thereunder;
(D) each Ladder Party has duly executed and delivered the SellerLadder Agreements;
(E) each Ladder Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is any consequences a party or default by which the Seller is bound, or to which any Ladder Party under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and 's certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a an original or copy of a certificate of good standing of the Seller issued by the New York Secretary of the State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the Secretary of State of the State of New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to the Seller:
(A1) the Seller is a public limited company partnership duly organized, validly existing and in good standing under the laws of the England and WalesState of New York;
(B2) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Starwood Party”):
(A) the Seller each Starwood Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller each Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller each Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller such party and this Agreement is a legal, valid and binding agreement of the Seller each Starwood Party enforceable against the Sellersuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Starwood Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller Starwood Party is a party or by which the Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerStarwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller any Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation, limited liability company agreement or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary or Assistant Secretary Managing Director of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association by-laws and certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Seller Party and this Agreement is a legal, valid and binding agreement of the each Seller Party enforceable against the Sellereach Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller Party is a party or by which the Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerSeller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association, duly organized, validly existing existing, and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and Holding’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and Holdings issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Sellersuch Seller and Holdings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and Holdings (the “Ladder Parties”):
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of Delaware Limited Liability Company Act (the England “DLLCA”). Holdings is a limited liability limited partnership existing and Walesin good standing under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) the Seller has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Ladder Agreements”) and to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Ladder Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Ladder Party of the Seller enforceable against Ladder Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Ladder Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsLadder Party’s obligations thereunder;
(D) each Ladder Party has duly executed and delivered the SellerLadder Agreements;
(E) each Ladder Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is any consequences a party or default by which the Seller is bound, or to which any Ladder Party under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer and the Custodian (on behalf of the Trustee);
(ii) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(iiiii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Seller Party and this Agreement is a legal, valid and binding agreement of the each Seller Party enforceable against the Sellereach Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller Party is a party or by which the Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerSeller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Sellersuch Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (the “Redwood Parties”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the Seller has the corporate power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Redwood Agreements”) and to perform its obligations under the Redwood Agreements and RTI has the corporate power to execute and deliver the Redwood Agreements and to perform its obligations under the Redwood Agreements;
(C) the board of directors of each Redwood Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Redwood Party of the Seller enforceable against Redwood Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Redwood Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsRedwood Party’s obligations thereunder;
(D) each Redwood Party has duly executed and delivered the SellerRedwood Agreements;
(E) each Redwood Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Redwood Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the articles of incorporation or conflict with certificate of incorporation of the Seller, (b) in the case of RTI, violate any existing provisions of the articles of incorporation or certificate of incorporation of RTI or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Redwood Party’s actions may have under any financial covenants or tests, mortgage, deed any consequences a default by any Redwood Party under any of trust, loan agreement the Redwood Agreements may have under any of the Other Specified Agreements or other material agreement any cross default provisions in the Other Specified Agreements;
(F) such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or instrument to which otherwise violated by any Redwood Party’s execution or delivery of the Seller is a party Redwood Agreements or by which any Redwood Party’s performance of any of its agreements in the Seller Redwood Agreements. For purposes of this paragraph, the term “Court Order” means a court or administrative order, writ, judgment or decree that names a Redwood Party and is boundspecifically directed to such Redwood Party. For purposes of such opinion, or such counsel need not undertake any investigation to identify Court Orders to which any of its property or assets is Redwood Party may be subject or violate review any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;Court Orders about which they may have actual knowledge; and
(EG) there is no litigationlitigation that on the date of such opinion is (i) pending against a Redwood Party with a court or (ii) being actively threatened against a Redwood Party, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or which to such counsel’s actual knowledgeknowledge seeks to enjoin or obtain damages by reason of the execution or delivery of any of the Redwood Agreements by a Redwood Party or the performance by any Redwood Party of its agreements in the Redwood Agreements. For purposes of such opinion, threatenedsuch counsel need not undertake any investigation to identify any litigation which is pending or threatened against any Redwood Party;
(H) this Agreement constitutes a legal, valid and binding agreement of each Redwood Party, enforceable against such Redwood Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, conservatorship, liquidation or other laws relating to or affecting creditors’ rights generally, including, if such Redwood Party is determined to be a “financial company” or an affiliate thereof under Section 201 of the Seller which Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (i) questions, directly or indirectlythe “Xxxx-Xxxxx Act”), the validity powers of the Federal Deposit Insurance Corporation as receiver under Title II (Orderly Liquidation Authority) of the Xxxx-Xxxxx Act, and further subject to general principles of equity (whether considered in a proceeding at law or enforceability in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set-off, (b) relating to submission to jurisdiction, venue or service of process, or (c) purporting to prohibit, restrict or condition the assignment of, or the grant of a security interest in, rights under this Agreement, or property subject thereto, may be limited by applicable laws or considerations of public policy; and
(I) the compliance by each Redwood Party with the provisions of this Agreement and the consummation by each Redwood Party of the transactions contemplated by this Agreement (a) do not require any Governmental Approval (as defined below) to be obtained on the part of such Redwood Party, except those that have been obtained and, to such counsel’s knowledge, are in effect, and (b) do not conflict with, or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or result in the aggregateviolation of, reasonably be expected any Applicable Laws (as defined below) that are applicable to such Redwood Party (except for any such conflict or violation as would not have a material adverse effect on the ability performance by such Redwood Party of the Seller to perform its obligations under this Agreement or Agreement). For purposes of such opinion, the Indemnification Agreement; and
(F) no consentterm “Applicable Laws” means those laws, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller rules and regulations of the State of New York and of the United States of America which, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.term “Government
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The obligations of the Seller to sell the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following: (i) performance by the Purchaser of all obligations required to be performed on or before the Closing Date; (ii) accuracy of all of the representations and warranties of the Purchaser under this Agreement as of the Closing Date; and (iii) the execution of the Indemnification Agreement and, insofar as it affects the obligations of the Seller, the Pooling and Servicing Agreement, as executed and delivered by the respective parties thereto, each being in form and substance reasonably satisfactory to the Seller. Notwithstanding the foregoing, the sale of the Mortgage Loans and receipt of payment therefore by the Seller from the Purchaser shall be conclusive evidence of the satisfaction of the foregoing conditions.
(g) The purchase of the Mortgage Loans by the Purchaser shall be conclusive evidence of the satisfaction of clauses (b)(iii), (b)(iv) and (e) above.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller each CIBC Party required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and CIBC, as applicable, under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller each CIBC Party substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s each CIBC Parties’ respective limited liability company agreements or by-laws, as applicable, and certificates of formation or articles of association and certificate of incorporation, as applicable, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller each CIBC Party issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Sellereach CIBC Party, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Sellereach CIBC Party:
(A) the Seller such party is a public limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”). CIBC has the power to execute and deliver the CIBC Agreements and to perform its obligations under the CIBC Agreements;
(C) all necessary action has been taken by the Seller CIBC Parties to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller CIBC Parties and this Agreement is a legal, valid and binding agreement of the Seller CIBC Parties enforceable against the SellerCIBC Parties, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each CIBC Party has duly executed and delivered the SellerCIBC Agreements;
(E) each CIBC Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of CIBC, violate any existing provisions of the articles of incorporation and bylaws of CIBC or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller a CIBC Party is a party or by which the Seller a CIBC Party is bound, or to which any of its the related CIBC Party’s property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Sellera CIBC Party;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller a CIBC Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellerrelated CIBC Party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as Time of the Closing Date Sale, contains, with respect to such Seller the Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller the Seller, CIBC or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading, or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller, CIBC or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and CIBC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and CIBC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and Holding’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and Holdings issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and Holdings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and Holdings (the “Ladder Parties”):
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of Delaware Limited Liability Company Act (the England “DLLCA”). Holdings is a limited liability limited partnership existing and Walesin good standing under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) the Seller has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Ladder Agreements”) and to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Ladder Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Ladder Party of the Seller enforceable against Ladder Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Ladder Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsLadder Party’s obligations thereunder;
(D) each Ladder Party has duly executed and delivered the SellerLadder Agreements;
(E) each Ladder Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is any consequences a party or default by which the Seller is bound, or to which any Ladder Party under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or qualification of otherwise violated by any Ladder Party’s execution or with any federal court or governmental agency or body is required for the consummation by the Seller delivery of the transactions contemplated Ladder Agreements or by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel any Ladder Party’s performance of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as any of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, its agreements in the light of the circumstances under which they were made, not misleadingLadder Agreements.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement Agreement, or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution each Loan Seller Party’s]execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. (a) Obligations of the Investor. The obligations of the Purchaser Investor to purchase consummate the Mortgage Loans transactions contemplated by this Agreement shall be subject to the satisfactionits receipt, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the First Closing, the Second Closing Date pursuant and the Third Closing, as applicable, of each of the following deliverables in form and substance satisfactory to the terms of this Agreement shall have been duly performed and complied with its counsel, any and all of which may be waived in whole or in part by the Investor to the extent permitted by applicable law:
(i) a certificate of a senior officer of the Company to the effect that the representations and warranties of the Seller under set forth in this Agreement shall be are true and correct in all material respects on and as of the Closing Datedate hereof in the case of the First Closing, or on and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer date of the Seller substantially in Second Closing or the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationThird Closing, certified as of a recent date by the Secretary or Assistant Secretary of the Sellerapplicable, as if made on such date;
(ii) a copy of at the First Closing, a certificate of good standing the assistant secretary of the Seller issued by Company certifying (x) the New York State Department resolutions of Financial Services the Company Board authorizing the execution, delivery and a copy consummation of a this Agreement and the transactions contemplated hereunder, (y) the certificate of good standing issued by incorporation of the Registrar Company, and (z) the bylaws of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing DateCompany;
(iii) an opinion of counsel at the Second Closing and the Third Closing, a certificate of the Sellerassistant secretary of the Company certifying the resolutions of the Company Board determining that the Company has commercially reasonable needs for the $500,000 of additional capital;
(iv) executed certificates evidencing the First Preferred Shares, the Second Preferred Shares or the Third Preferred Shares, as the case may be;
(v) at the First Closing, an executed copy of this Agreement;
(vi) at the First Closing, evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Delaware;
(vii) at the First Closing, there shall have been obtained a fairness opinion with respect to the purchase and sale of the Investor Preferred Shares in accordance with the terms and conditions of this Agreement in form and substance satisfactory acceptable to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification AgreementSpecial Committee; and
(Fviii) no consent, approval, authorization, order, license, registration or qualification payment of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially fees payable to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold Investor pursuant to the terms of the Certificate Purchase Agreement and the Underwriting AgreementSection 6 hereof.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rheometric Scientific Inc), Securities Purchase Agreement (Rheometric Scientific Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the Secretary of State of the State of New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to the Seller:
(A1) the Seller is a public limited company partnership duly organized, validly existing and in good standing under the laws of the England and WalesState of New York;
(B2) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of City‟s obligation to proceed with the Purchaser to purchase the Mortgage Loans shall be Closing is subject to the satisfaction, on or prior to the Closing Date, Bluffs PT and Hydrozen‟s fulfillment of each of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it conditions at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the Closing:
a. All representations and warranties of Bluffs PT and Hydrozen shall be true as of the Seller under Closing.
b. Bluffs PT and Hydrozen shall have delivered to the City:
(1) Evidence of Good Standing of Bluffs PT and Hydrozen from the Nebraska Secretary of State.
(2) A copy of the current and correct Certificate of Organization and Operating Agreement Bluffs PT and Hydrozen. certified by the members (the “Members”) to be correct;
(3) Certified resolutions of the Members of each entity authorizing this Agreement and providing for signature authority.
c. In order to secure the Assistance and the repayment, Bluffs PT and Hydrozen shall have delivered to the City the following:
(1) A guaranty (the “Guaranty”) of the Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx. The Guaranty shall be in the form of the attached “Exhibit C”.
(2) A Security Agreement covering Bluffs PT and Hydrozen‟s equipment, inventory, accounts, and general intangibles. The Security Agreement shall be true in the form of the attached “Exhibit D”.
d. Bluffs PT and correct Hydrozen shall in all material respects as of the Closing Datehave performed their obligations, agreements, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially covenants contained in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken to be performed by the Seller to authorize the executionthem, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions ofon, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which before the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingClosing.
(c) The Certificates e. There shall have been concurrently issued no material adverse change in the operation or financial status of Bluffs PT or Hydrozen and sold pursuant to the terms Closing shall constitute Bluffs PT and Hydrozen‟s representations that there has been no such material adverse change.
f. In requesting the disbursement of the Certificate Purchase Agreement assistance, Bluffs PT and Hydrozen are considered to have represented that the Underwriting Agreementabove conditions have been satisfied and are continuing to be satisfied.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Economic Development Assistance Agreement, Economic Development Assistance Agreement
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and Holding’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and Holdings issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Sellersuch Seller and Holdings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and Holdings (the “Ladder Parties”):
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of Delaware Limited Liability Company Act (the England “DLLCA”). Holdings is a limited liability limited partnership existing and Walesin good standing under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) the Seller has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement (together, the “Ladder Agreements”) and to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Ladder Party has adopted by requisite vote the Seller resolutions necessary to authorize the execution and this Agreement is a legal, valid and binding agreement delivery by such Ladder Party of the Seller enforceable against Ladder Agreements, and the Seller, whether performance by such enforcement is sought in a procedure at law or in equity, except to the extent Ladder Party of such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsLadder Party’s obligations thereunder;
(D) each Ladder Party has duly executed and delivered the SellerLadder Agreements;
(E) each Ladder Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with (a) in the case of the Seller’s organizational documents , violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is any consequences a party or default by which the Seller is bound, or to which any Ladder Party under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe does not have actual knowledge that the Free Writing Prospectus, Prospectus any provision in any Court Order (as defined below) would be breached or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.otherwise violated
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association incorporation and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and amended and restated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the SellerSeller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Maryland;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus the Preliminary Private Placement Memorandum, the Preliminary Class UH5 Private Placement Memorandum or the Preliminary Class WYA Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum, the Final Class UH5 Private Placement Memorandum or the Final Class WYA Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus the Preliminary Private Placement Memorandum, the Preliminary Class BNB Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum or the Final Class BNB Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations obligation of the Purchaser Holders to purchase the Mortgage Loans shall be enter into this Agreement and to perform its obligations hereunder is subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement set forth in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D..
(b) The Purchaser Borrowers shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on its part to be observed or performed, and at the time of and immediately after the Closing, no Event of Default or Default shall have occurred and be continuing before or after giving effect to the Investment Documents.
(c) Caltius shall have completed a due diligence investigation to its satisfaction. In this regard, the Borrowers will furnish to Caltius such information as Caltius may reasonably request in order to enable Caltius to complete the required due diligence.
(d) Caltius shall have received the following additional closing documentsitems as of the Closing:
(i) copies a favorable written opinion of counsel to the Credit Parties (A) dated the Closing Date, (B) addressed to Caltius and (C) covering such matters relating to the Investment Documents and the Transaction as Caltius shall reasonably request and in form and substance satisfactory to Caltius;
(ii) the Notes, duly executed by the Borrowers and each of the Seller’s other Investment Documents, duly executed by each of the parties thereto (other than Caltius), in each case in a form satisfactory to Caltius;
(iii) the Investor Rights Agreement, duly executed by the Parent and the other parties thereto, in a form satisfactory to Caltius;
(iv) the Initial Shares, duly authorized and validly issued by the Parent, in a form satisfactory to Caltius;
(v) for each Credit Party: (A) a copy of the certificate or articles of association and certificate incorporation or analogous organizational documents, including all amendments thereto, of incorporationsuch Person (the “Certified Charter”), certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to the good standing of such Person as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of such Person dated the Seller;
Closing Date and certifying (ii1) that attached thereto is a true and complete copy of the by-laws or analogous operational documents or agreements of such Person as in effect on the Closing Date and at all times since a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days date prior to the Closing Date;
(iii) an opinion of counsel date of the Sellerresolutions described in clause (2) below, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A2) the Seller that attached thereto is a public limited company true and complete copy of resolutions duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken adopted by the Seller to authorize board of directors of such Person authorizing the execution, delivery and performance of the Investment Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation or analogous organizational documents of such Person have not been amended since the date of the last amendment thereto shown on the Certified Charter, and (4) as to the incumbency and specimen signature of each officer executing any Investment Document or any other document delivered in connection herewith on behalf of such Person; and (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Person executing the certificate pursuant to clause (B) above;
(vi) the consent of Radiant Capital Partners, LLC to Radiant Logistics Partners entering into this Agreement and the Indemnification Agreement by the Seller other Loan Documents;
(vii) all amounts due and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except payable to the extent such enforcement may be limited by bankruptcy Holders on or other similar creditors’ laws or principles prior to the Closing Date, including the funding fee of equity and public policy considerations underlying the securities laws$200,000 pursuant to Section 9.5(a) and, to the extent that such public policy considerations limit invoiced, reimbursement or payment of out-of-pocket expenses required to be reimbursed or paid on or prior to the enforceability of Closing Date by the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsBorrowers hereunder or under any other Investment Document;
(Dviii) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerAudited Financials;
(Eix) there is no litigationthe last two years of audited financial statements of Isla International, arbitration or mediation pending before any courtLtd. and unaudited financial statements for such Person for the six-month period ending June 30, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement2011; and
(Fx) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Subordination Agreement.
(e) The Seller Credit Parties shall furnish have entered into an amendment with respect to the Purchaser Senior Credit Facility on terms satisfactory to Caltius, and Caltius shall be provided a certified copy of the documentation relating thereto.
(f) After giving effect to the transactions contemplated hereby and by the Senior Credit Facility and the Acquisition Documents:
(i) the Credit Parties and their Subsidiaries shall not have outstanding any Funded Indebtedness other than (A) the Senior Debt, in an aggregate principal amount not to exceed $10,000,000, (B) the Notes and (C) the Indebtedness listed on Schedule 4.7, and, at the Closing, the aggregate amount of all such Funded Indebtedness shall not exceed $30,000,000;
(ii) the Borrowers shall have minimum liquidity (consisting of cash, Cash Equivalents and the Borrowers’ availability under the revolving loan portion of the Senior Credit Facility less any trade accounts payable that are more than 30 days past due) of no less than $9,000,000 after giving effect to the Acquisition and all amounts advanced to the Borrowers at Closing under the Senior Credit Facility and including any Transaction expenses;
(iii) the Borrowers shall have EBITDA of at least $8,500,000 for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs, and the calculation thereof shall be satisfactory to Caltius; and
(iv) the Borrowers shall have a Funded Leverage Ratio as of the Closing Date (using EBITDA for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs) of not more than 3.00 to 1.00, and the calculation thereof shall be satisfactory to Caltius.
(v) the Borrowers shall have a Senior Funded Leverage Ratio as of the Closing Date (using EBITDA for the 12 month period ending as of the last day of the last calendar month preceding the month in which the Closing occurs) of not more than 2.00 to 1.00, and the calculation thereof shall be satisfactory to Caltius.
(g) All legal matters incident to this Agreement, the Notes and the other Investment Documents shall be satisfactory to Caltius.
(h) Caltius shall have received fully executed conformed copies of the Acquisition Documents and each of the other material documents related to the Acquisition Documents, certified as true and correct copies thereof by a duly authorized officer of the Parent, each of which shall be in full force and effect and in form and substance satisfactory to Caltius. On or prior to the Closing Date, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Documents.
(i) No event that has or reasonably would be expected to have a Material Adverse Effect shall have occurred since September 30, 2011.
(j) Caltius shall have received all necessary corporate approvals of the Transaction, and all regulatory requirements applicable to such Caltius shall have been satisfied.
(k) Caltius shall have received such other certificates of its officers or others documents, instruments and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Purchaser and its counsel Caltius may reasonably request.
Appears in 1 contract
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each Subsequent to the execution and delivery of the obligations of the Seller required to be performed by it at or Underwriting Agreement and prior to the Closing Date pursuant Date,
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of UNBC's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; PROVIDED that this Section 4(a)(i) shall not apply to any downgrading or intended or potential downgrading by Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("STANDARD & POOR'S"), solely as a result of (A) any changes in the methodology by which Standard & Poor's accords ratings to capital securities so that such capital securities are treated more like debt securities or (B) any decrease in the amount of "equity credit" that Standard & Poor's attributes to capital securities generally;
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of UNBC and its subsidiaries, taken as a whole, or, with respect to an offering of Capital Securities, Finance Trust I, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto effected subsequent to the execution and delivery of the Underwriting Agreement), that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable to market the Offered Securities on the terms of this Agreement and in the manner contemplated in the Prospectus; and
(iii) the Managers shall have been duly performed received on the Closing Date a certificate, dated the Closing Date and complied with signed by an executive officer of UNBC, or any other person authorized by the Board of Directors of UNBC to execute any such written statement (an "EXECUTIVE OFFICER"), and all a certificate, dated the Closing Date and signed by a Regular Trustee of Finance Trust I,
(A) to the effect set forth in Section 4(a)(i) hereof (in the case of the certificate signed by an Executive Officer of UNBC); and
(B) to the effect that the representations and warranties of the Seller under UNBC and Finance Trust I contained in this Agreement shall be are true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date whichand that each of UNBC and Finance Trust I, as applicable, has complied with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer all of the Seller substantially in agreements and satisfied all of the form conditions on its part to be performed or satisfied on or before the Closing Date. The Executive Officer or Regular Trustee signing and delivering such certificate may rely upon the best of Exhibit D.his or her knowledge as to proceedings threatened.
(b) The Purchaser Managers shall have received on the following additional closing documents:Closing Date an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to UNBC and Finance Trust I, dated the Closing Date, to the effect set forth in Exhibit A.
(c) The Underwriters shall have received on the Closing Date an opinion of Xxxx X. XxXxxxxx, Xx., Executive Vice President and General Counsel of UNBC, dated the Closing Date, to the effect set forth in Exhibit B.
(d) The Managers shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Underwriters, dated the Closing Date, with respect to the validity of the Indenture, the Junior Subordinated Debentures and the Guarantee and such other matters as the Underwriters may reasonably request. With respect to Sections 4(b) and 4(c) hereof, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Xxxx & Xxxxxxxx, respectively, may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. With respect to Section 4(b) hereof, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may rely, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of UNBC contained herein and in other documents and instruments. With respect to Sections 4(b)(xiv) through (xxii) hereof, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may note that holders of Trust Securities may be obligated, pursuant to the Declaration of Trust, to (i) copies provide indemnity and security in connection with and pay taxes or other governmental charges arising from transfers of certificates for Trust Securities and the Seller’s articles issuance of association and certificate of incorporationreplacement certificates for Trust Securities, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and remedies under the Declaration of Trust and (iii) undertake as a copy party litigant to pay costs in any suit for the enforcement of any right or remedy under the Declaration of Trust or against the Property Trustee, to the extent provided in the Declaration of Trust. The opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP described in Section 4(b) hereof shall be rendered to the Underwriters at the request of UNBC and shall so state therein.
(e) The Managers shall have received on the Closing Date a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Walesletter, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser Managers, from Deloitte & Touche LLP, independent public accountants, containing statements and its counsel, substantially information of the type ordinarily included in accountants' "comfort letters" to the effect that, underwriters with respect to the Seller:
(A) financial statements and certain financial information contained in or incorporated by reference into the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the Secretary of State of the State of New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to the Seller:
(A1) the Seller is a public limited company partnership duly organized, validly existing and in good standing under the laws of the England and WalesState of New York;
(B2) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus the Preliminary Private Placement Memorandum or the Preliminary Class RIM Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum or the Final Class RIM Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and amended and restated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation[list organizational documents], certified as of a recent date by the Secretary or Assistant Secretary of the SellerSeller or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of [_____];
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each [_____] dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company [_____] duly organized, validly existing and in good standing under the laws of the England and WalesState of [_____];
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Starwood Commercial Mortgage Depositor, LLC)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association 's charter, by-laws and certificate of incorporationall amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy certificate as of a certificate recent date of the State of New York Banking Department to the effect that the Seller is duly organized, existing and in good standing in the Sate of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing DateYork;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the The Seller is a public limited company New York banking corporation duly organized, organized and validly existing and in good standing under the laws of the England State of New York and Wales;is duly qualified to transact business, including, without limitation, the business of buying or selling mortgage loans, in, and is in good standing under, the laws of the State of New York.
(B) the The Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;.
(C) all All necessary corporate action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;.
(D) the Seller’s The execution and delivery of, and the Seller’s performance of its the obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;.
(E) there There is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual 's knowledge, threatened, against the Seller which (ia) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no No consent, approval, authorization, order, license, registration or qualification of or with any State of New York or federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and.
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Conditions to Closing. The obligations As conditions to the execution and delivery of the Purchaser to purchase Notes by the Mortgage Loans shall be subject to Issuers, the satisfactionauthentication of the Notes by the Indenture Trustee and the sale of the Notes by the Issuers, in each case, on or prior to the Closing Date, (i) the Issuers shall have received by wire transfer the net proceeds of sale of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes in authorized denominations equal in the aggregate to the Initial Note Principal Balance of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes respectively, and (ii) the Indenture Trustee shall have received the following conditionson or before the Closing Date:
(a) Each The List of Initial Contracts, certified by the Chairman, any Senior Vice President, any Vice President or any Assistant Vice President of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement Servicer, which list shall have been duly performed and complied include Contracts with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects an Aggregate Outstanding Contract Balance as of the Closing Date, and no event shall have occurred as of the Closing Initial Cut-Off Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate when added to the foregoing effect signed by an authorized officer of Original Pre-Funded Amount, equals or exceeds the Seller substantially in the form of Exhibit D.Aggregate Initial Note Principal Balance;
(b) The Purchaser shall have received Secretary's Certificates for each of the Transferors, each of the Issuers, the Servicer and the Originator certifying to, and attaching, the following additional closing documents:
(i) copies the organizational and governing documents of the Seller’s articles respective entity, (ii) resolutions authorizing each such entity to execute, deliver and perform the Transaction Documents to which it is a party and the transactions contemplated thereby and (iii) officially certified good standing certificates for each such entity from their respective states of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Sellerorganization;
(iic) a copy of a certificate of good standing Copies of the Seller issued by duly executed Financing Statements with respect to the New York State Department Contracts, in accordance with the Filing Requirements, duly prepared for filing;
(d) A certificate listing the Servicing Officers as of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iiie) an opinion Executed originals of counsel each of the SellerTransaction Documents;
(f) A Custody Receipt, in form and substance satisfactory to duly executed by the Purchaser and its counsel, substantially to the effect thatCustodian, with respect to the Seller:Contract File for each Initial Contract on the List of Initial Contracts;
(g) A Trustee Certification, duly executed by the Indenture Trustee;
(h) All Necessary Consents;
(A) the Seller is A letter from Xxxxx'x that it has assigned a public limited company duly organized, validly existing and in good standing under the laws rating of the England and Wales;
(B1) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except "Aaa" to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities lawsClass A-1 Notes, (2) "Aaa" to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
Class A-2 Notes, (D3) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely "Aa3" to the SellerClass B Notes, either individually or in (4) "A3" to the aggregateClass C Notes, reasonably be expected (5) "Baa3" to have a material adverse effect on the ability of Class D Notes, (6) "Ba3" to the Seller Class E Notes and (7) "B2" to perform its obligations under this Agreement or the Indemnification AgreementClass F Notes; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Indenture (HPSC Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association by-laws and certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each Subsequent to the execution and delivery of the obligations of the Seller required to be performed by it at or Underwriting Agreement and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Guarantor's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the Prospectus that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus.
(b) The Managers shall have received on the Closing Date pursuant a certificate, dated the Closing Date and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed effect set forth in clause (a)(i) above and complied with and all of to the effect that the representations and warranties of the Seller under Company contained in this Agreement shall be are true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date whichand that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.
(c) The Managers shall have received on the Closing Date (i) an opinion of Xxxxxx Xxxxxx & Xxxxxxx, special U.S. counsel to the Guarantor and Xxxxxxx Xxxxx LLP, special Canadian counsel to the Company, addressing the matters set forth in paragraphs (i), (ii)(a), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) (items (a), (b) and (c)), (xii)(b), (xiii) and (xiv), (b) of Exhibit A attached hereto, and (ii) an opinion of the Vice President and General Counsel of the Guarantor and the Company, addressing the matters set forth in paragraphs (ii)(b), (iii), (x), (xi) (item (d)), (xii)(a) and (xiv)(a) of Exhibit A.
(d) The Managers shall have received on the Closing Date an opinion of Cravath, Swaine & Xxxxx, special counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit B.
(e) The Managers shall have received on each of the date hereof and the Closing Date a letter, dated such date, in form and substance reasonably satisfactory to the Managers, from PricewaterhouseCoopers LLP, independent accountants for the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with notice respect to the financial statements and certain financial information contained in or passage incorporated by reference into the Prospectus.
(f) The Managers shall have received (i) on the date of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially guarantee in the form of Exhibit D.C (the "Underwriting Agreement Guarantee") executed by Burlington Resources Inc., a Delaware corporation, (the "Guarantor") and (ii) on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Guarantor, to the effect that the representations and warranties of the Guarantor contained in the Underwriting Agreement Guarantee are true and correct as of the Closing Date and that the Guarantor has complied with, and satisfied all of, the conditions to be performed or satisfied by it on or before the Closing Date.
(bg) The Purchaser Managers shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to on the Closing Date;
Date a guarantee agreement (iii) an opinion of counsel of the Seller"Securities Guarantee"), in form and substance satisfactory to the Purchaser Managers, under which the Guarantor agrees to irrevocably and its counsel, substantially to unconditionally guarantee all of the effect that, with respect to Company's obligations under the Seller:
(A) the Seller is a public limited company duly organized, validly existing Indenture and in good standing under the laws respect of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingOffered Securities.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Maryland;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates and the RR Interest shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement, the Certificate Purchase Agreement Agreements and the Underwriting RR Interest Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and amended and restated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted execute and deliver and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association incorporation and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus the Preliminary Private Placement Memorandum or the Preliminary Class ESK Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum, the Final Class ESK Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligation of Lender to make the Loans, and to restructure the Borrower's obligations of under the Purchaser to purchase the Mortgage Loans shall be Prior Notes, is subject to the satisfactionsatisfaction of the conditions set forth below and receipt by the Lender of the documents, instruments, agreements and certificates set forth below:
(a) duly executed originals of the Term Note and the Revolving Note;
(b) duly executed Security Agreement;
(c) a certificate (the "Closing Certificate") dated as of the Closing Date, signed by the chief executive officer of the Borrower, to the effect that (i) the representations and warranties of the Borrower contained in Article IV are true on and as of the Closing Date; (ii) Borrower has complied with or performed with all covenants and agreements which is required to have performed or complied with on or prior to the Closing Date; and (iii) no event, act or condition has occurred after March 31, 1997 which has had or could have a Material Adverse Effect.
(d) [intentionally omitted];
(e) all documents which the Lender may reasonably request relating to the existence of the following conditions:
(a) Each Borrower, the corporate authority for and the validity of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, the Notes and the Purchaser shall have received other Loan Documents and any other matters relevant hereto, or thereto, all in form and substance reasonably satisfactory to the Lender, including, without limitation, a certificate to the foregoing effect signed by an authorized officer of incumbency of each of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationBorrower, certified as of a recent date signed by the Secretary or an Assistant Secretary of the Seller;
Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items for the Borrower: (i) Articles of Incorporation, (ii) a copy of Bylaws, (iii) a certificate of the Secretary of State of the State of Oregon and all other states in which Borrower is qualified to transact business as a foreign corporation as to the good standing of the Seller issued by the New York State Department of Financial Services Borrower as a corporation in those states, and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(Aiv) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize Board of Directors authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsLoan Documents;
(Df) a certificate of insurance evidencing, of all insurance required by Section 5.13 showing the Seller’s execution insurer, the face amount and delivery ofthe nature of coverage, and the Seller’s performance of its obligations underLender as a loss payee (or beneficiary, as the case may be) under each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result policy then in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Sellerforce;
(Eg) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against all security interests securing the Seller which Borrower's obligations hereunder shall be duly perfected and validly recorded;
(ih) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability consummation of the Seller to perform its obligations under this Agreement or transactions contemplated by the Indemnification Assignment Agreement; and
(Fi) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Asset Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Star Buffet Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and amended and restated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the SellerSeller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(iiiii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's articles of association and certificate of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organizedincorporated, validly existing existing, and in good standing under the laws of the England and WalesState of New York;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's articles of association or by laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and SMC required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective certificates of association formation and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellereach Loan Seller Party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellereach Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the each Loan Seller Party is a party or by which the each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Sellereach Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the each Loan Seller Party substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of with respect to the Seller issued by Secretary of State of the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company partnership duly organized, validly existing and in good standing under the laws of the England and WalesDelaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.,
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation and amended and restated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the SellerSeller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Maryland;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s 's articles of association and by-laws and (B) in the case of Natixis CMF, copies of such Seller's certificate of incorporationformation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the such Seller;
(ii) a an original or copy of a certificate of good standing of the such Seller issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) (A) in the case of Natixis RE, such Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England State of New York and Wales(B) in the case of Natixis CMF, such Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(B) the such Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the such Seller to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by the such Seller and this Agreement is a legal, valid and binding agreement of the such Seller enforceable against the such Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the such Seller’s 's execution and delivery of, and the such Seller’s 's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with the such Seller’s 's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the such Seller is a party or by which the such Seller is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the such Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the such Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to the SellerSellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the such Seller to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the such Seller of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s 's articles of association and by-laws and (B) in the case of Natixis CMF, copies of such Seller's certificate of incorporationformation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the such Seller;
(ii) a an original or copy of a certificate of good standing of the such Seller issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) (A) in the case of Natixis RE, such Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England State of New York and Wales(B) in the case of Natixis CMF, such Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(B) the such Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the such Seller to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by the such Seller and this Agreement is a legal, valid and binding agreement of the such Seller enforceable against the such Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the such Seller’s 's execution and delivery of, and the such Seller’s 's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with the such Seller’s 's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the such Seller is a party or by which the such Seller is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the such Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the such Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to the SellerSellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the such Seller to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the such Seller of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Placement Agreement.
(d) The Seller Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on On or prior to the Closing Datedate of --------------------- execution hereof and prior to the effectiveness of this Agreement, the Transferor and the Guarantor shall have delivered to the Agent and the Banks originally executed copies of this Agreement, together with originals to the Agent and copies to the Banks of the following conditionsdocuments and instruments, all in form and substance acceptable to the Agent:
(a) Each a Certificate of the obligations Secretary of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing DateMattel, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) Inc. attaching copies of the Seller’s articles Restated Certificate of association Incorporation, by-laws and certificate incumbency signatures of incorporationMattel, certified as Inc., together with copies of a recent date by the Secretary or Assistant Secretary resolutions of the Seller;
(ii) a copy Board of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize Directors authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement related documents to which it is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsparty;
(Db) good standing certificates of Mattel, Inc. from each of the Seller’s execution Secretaries of State of Delaware and delivery of, and the Seller’s performance of its obligations underCalifornia, each to be dated a recent date prior to the Closing Date;
(c) a Certificate of the Secretary of the Transferor attaching copies of the Certificate of Incorporation, by-laws and incumbency signatures of the Transferor, together with copies of resolutions of the Board of Directors authorizing the execution, delivery and performance of this Agreement and related documents to which it is a party;
(d) good standing certificate of the Indemnification Agreement do not Transferor from the Secretary of State of Delaware dated a recent date prior to the Closing Date;
(e) proper financing statements (Form UCC-1) naming each Transferor as the debtor/transferor and will not conflict with the Seller’s organizational Agent, as agent on behalf of the Banks, as purchaser or other similar instruments or documents as may be necessary or conflict with or result in the breach of any opinion of the terms Agent desirable under the UCC of all appropriate jurisdictions or provisions ofany comparable Governmental Rule to perfect the ownership interest of the Agent, or constitute a default underon behalf of the Banks, any indenturein all Receivables related to the Transferor;
(f) proper financing statements (Form UCC-1) naming each Seller as the debtor/transferor and the Transferor, mortgageas purchaser and the Agent, deed as agent on behalf of trustthe Banks, loan agreement as assignee or other material agreement similar instruments or instrument to which the Seller is a party documents as may be necessary or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach opinion of any order the Agent desirable under the UCC of any court all appropriate jurisdictions or any governmental body binding on comparable Governmental Rule to perfect the ownership interest of the Transferor, in all Receivables related to each Seller;
(Eg) there is no litigationcertified copies of request for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Banks) dated a date reasonably near the date of the initial Transfer listing all effective financing statements which name the Transferor and each Seller (under their present names and any previous names) as Debtor and which are filed in jurisdictions in which the filings were made pursuant to items (e) and (f) above together with copies of such financing statements (none of which shall cover any Receivables or Contracts);
(h) a favorable opinion of Xxxxxx X. Xxxxx, arbitration or mediation pending before any courtcounsel for the Sellers and the Transferor, arbitrator, mediator or administrative body, or in substantially the form of Exhibit I hereto and as to such counsel’s actual knowledge, threatened, against other matters as the Seller which Agent may reasonably request;
(i) questionsa favorable opinion of Xxxxxx X. Xxxxx, directly or indirectlycounsel for the Guarantor, in substantially the validity or enforceability form of this Agreement or Exhibit J hereto and as to such other matters as the Indemnification Agreement or Agent may reasonably request;
(iij) woulda favorable opinion of Xxxxxx & Xxxxxxx, if decided adversely special counsel for the Transferor, as to such matters as the Seller, either individually or in the aggregate, Agent may reasonably be expected to have a material adverse effect on the ability request;
(k) an executed copy of the Seller to perform its obligations under this Agreement or Written Agreement;
(l) an executed copy of the Indemnification Purchase Agreement; and
(Fm) no consent, approval, authorization, order, license, registration original copies of each document or qualification of or with any federal court or governmental agency or body is instrument required for to be delivered by each Seller as a condition precedent to the consummation by the Seller effectiveness of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Mattel Inc /De/)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation, limited liability company agreement or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary or Assistant Secretary Managing Director of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of association incorporation and certificate certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and WalesDelaware or Maryland, each as applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a public limited company duly organized, validly existing corporation and in good standing under the laws of the England State of Delaware and WalesRTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's articles of association and certificate of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association, duly organized, validly existing existing, and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's articles of association or by laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association incorporation and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters --------------------- hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or (to the knowledge of the Seller required to be performed Company) threatened by it at or prior to the Commission, and there shall have been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus; and the Manager shall have received on the Closing Date pursuant a certificate, dated the Closing Date and signed by an executive officer of the Company, to the terms effect that no stop order suspending the effectiveness of this Agreement the Registration Statement is in effect and no proceedings for such purpose are pending before or (to the knowledge of such executive officer) threatened by the Commission, and there has been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus.
(b) The Manager shall have been duly performed received on and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date whichan opinion of either the Senior Vice President, with notice General Counsel and Secretary of the Company or passage the Associate General Counsel-Treasury Operations and Assistant Secretary of timethe Company, would constitute a default under this Agreementdated the Closing Date, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsthat:
(i) copies the Company has been duly incorporated and is validly existing under the laws of the Seller’s articles State of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the SellerDelaware;
(ii) a copy of a certificate of the Company is duly qualified to transact business and is in good standing in the jurisdictions in which the conduct of its business or the Seller issued by the New York State Department ownership of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Dateits property requires such qualification;
(iii) an opinion of counsel the Note Indenture, the Warrant Note Indenture and the Warrant Agreement have been duly authorized, executed and delivered by the Company, are valid and binding agreements of the Seller, Company enforceable against the Company in form accordance with their terms and substance satisfactory to the Purchaser Note Indenture and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing Warrant Note Indenture have been qualified under the laws Trust Indenture Act of the England and Wales1939 as amended;
(Biv) the Seller has Notes, the power to conduct its business as now conducted Warrant Notes and to incur the Warrants have been duly authorized and, when executed and perform its obligations under this authenticated in accordance with the provisions of the Note Indenture, the Warrant Note Indenture and the Warrant Agreement and delivered to and paid for by the Indemnification Underwriters (or, in the case of Contract Securities, by institutional investors pursuant to Delayed Delivery Contracts), and in the case of the Warrant Notes, upon exercise of the Warrants, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits of the Note Indenture, the Warrant Note Indenture and the Warrant Agreement;
(Cv) all necessary action this Agreement has been taken duly authorized, executed and delivered by the Seller to authorize the execution, delivery Company and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller Company enforceable against the Seller, whether such enforcement is sought Company in a procedure at law or in equityaccordance with its terms, except as rights to the extent such enforcement indemnity and contribution hereunder may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsunder applicable law;
(Dvi) the Seller’s Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable against the Company in accordance with their terms;
(vii) neither the execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement nor the issuance and sale of the Indemnification Agreement do not and Offered Securities by the Company as provided herein (or issuance of the Warrant Notes by the Company upon exercise of the Warrants) will not conflict with contravene the Seller’s organizational documents Organization Certificate or conflict with By-Laws of the Company or result in the breach any violation of any of the terms or provisions ofof any law, rule or constitute a default underregulation (other than with respect to applicable state securities or Blue Sky laws, as to which such counsel need not express any opinion) or of any indenture, mortgage, deed of trust, loan agreement mortgage or other material agreement or instrument known to which the Seller is a party or such counsel by which the Seller is bound, Company or to which any of its property or assets subsidiaries is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreementbound; and
(F) and no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the issuance and sale of the Notes or the consummation by the Seller Company of the transactions contemplated by this Agreement and or the Indemnification AgreementIndenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; andobtained under the Securities Act and the Trust Indenture Act of 1939, as amended, and such as may be required under the applicable state securities or Blue Sky laws;
(ivviii) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, contained in the light Prospectus under the captions "Description of Notes," "Description of Warrants" and "Delayed Delivery Arrangement" fairly present the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant matters referred to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.therein;
Appears in 1 contract
Samples: Underwriting Agreement (General Electric Capital Corp)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association by-laws and certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and SMC’s respective limited liability company agreements and certificates of association and certificate of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or alternatively in the Sellercase of the certificates of formation, certified by the Secretary of State of the State of Delaware;
(ii) a copy of a certificate of good standing of the Seller and SMC issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and SMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the each Loan Seller Party enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellersuch party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellersuch party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the SellerLoan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationformation, limited liability company agreement or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary or Assistant Secretary Managing Director of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association, duly organized, validly existing existing, and in good standing under the laws of the England and WalesUnited States;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser Allied Capital to purchase the Mortgage Loans shall be enter into this Agreement and to perform its obligations hereunder is subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement set forth in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D..
(b) The Purchaser Credit Parties shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on their part to be observed or performed, and at the time of and immediately after the Transaction, no Event of Default or Default shall have occurred and be continuing.
(c) Allied Capital shall have received the following additional closing documentsitems:
(i) copies favorable written opinions of counsel to the Credit Parties (A) dated the Closing Date, (B) addressed to Allied Capital and (C) covering such matters relating to the Investment Documents and the Transaction as Allied Capital shall reasonably request, and the Credit Parties hereby request such counsel to deliver such opinion;
(ii) the Debentures, duly executed by the Borrower and each of the Seller’s other Investment Documents, executed by each of the parties thereto (other than Allied Capital);
(iii) for each Credit Party: (A) a copy of the certificate or articles of association and certificate incorporation, including all amendments thereto, of incorporationsuch Credit Party, certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to the good standing of such Credit Party as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of such Credit Party dated the Seller;
Closing Date and certifying (ii1) that attached thereto is a true and complete copy of the by-laws of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution, delivery and performance of the Investment Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the incumbency and specimen signature of the Seller issued by the New York State Department each officer executing any Investment Document or any other document delivered in connection herewith on behalf of Financial Services such Credit Party; and a copy of (C) a certificate of good standing issued by another officer as to the Registrar incumbency and specimen signature of Companies for England the Secretary or Assistant Secretary of such Credit Party executing the certificate pursuant to (B) above;
(iv) all amounts due and Wales, each dated not earlier than sixty (60) days payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Investment Document;
(iiiv) an opinion of counsel of the Sellerfinancial statements as described in Article IV; and
(vi) the Subsidiary Guaranty Agreement, in form and substance satisfactory to the Purchaser and its counselAllied Capital, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws executed by each of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting AgreementSubsidiary Guarantors.
(d) The Seller Borrower shall have executed entered into the transaction documents with respect to the Senior Credit Facility and delivered concurrently herewith Allied Capital shall be provided a copy of the Indemnification Agreement.documentation relating thereto;
(e) The Seller After giving effect to the transactions contemplated hereby, the Borrower and their respective Subsidiaries shall furnish not have outstanding any Indebtedness other than (i) the Purchaser Senior Debt, (ii) the extension of credit under this Agreement and (iii) the Surviving Debt.
(f) Allied Capital shall have received fully executed conformed copies of the Acquisition Documents and each of the other material documents related to the Acquisition Documents, certified as true and correct copies thereof by a duly authorized officer of the Borrower, each of which shall be in full force and effect and in form and substance satisfactory to Allied Capital. On or prior to the Closing Date, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Documents.
(g) No event that has or reasonably would be expected to have a Material Adverse Change shall have occurred since December 31, 2001.
(h) Allied Capital shall have received all necessary corporate approvals of the Transaction, and all regulatory requirements applicable to Allied Capital shall have been satisfied.
(i) Allied Capital shall have received such other certificates of its officers or others documents, instruments and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Purchaser and its counsel Allied Capital may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Headwaters Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Maryland;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and BSPRO required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles and BSPRO’s respective certificates of association formation or limited partnership, as applicable, and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller and BSPRO issued by the New York Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the SellerSeller and BSPRO, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller:Seller and BSPRO (each, a “Loan Seller Party”):
(A) the each Loan Seller Party is a public limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Sellereach Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Sellereach Loan Seller Party’s execution and delivery of, and the Sellereach Loan Seller Party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Sellereach Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the each Loan Seller Party is a party or by which the each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Sellereach Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Sellersuch party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and BSPRO shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and BSPRO shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus the Preliminary Private Placement Memorandum or the Preliminary Class UHP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum or the Final Class UHP Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(iiiii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s articles of association and 's certificate of incorporationincorporation and by-laws and (B) in the case of Natixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of the such Seller;
(ii) a copy of a certificate of good standing of the such Seller issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State Department of Financial Services and a copy the State of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Delaware dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) (A) in the case of Natixis RE, such Seller is a public corporation duly organized, validly existing and in good standing under the laws of the State of New York and (B) in the case of Natixis CMF, such Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the such Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the such Seller to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by the such Seller and this Agreement is a legal, valid and binding agreement of the such Seller enforceable against the such Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the such Seller’s 's execution and delivery of, and the such Seller’s 's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with the Seller’s 's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the such Seller is a party or by which the such Seller is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the such Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the such Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to the SellerSellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the such Seller to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with the State of New York, in the case of Natixis RE or the State of Delaware, in the case of Natixis CMF or any federal court or governmental agency or body is required for the consummation by the such Seller of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date contains, with respect to such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and 's certificate of incorporationincorporation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy certificate as of a certificate recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing DateDelaware;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Delaware;
(B) the Seller has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s 's execution and delivery of, and the Seller’s 's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents 's certificate of incorporation or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any the State of Delaware or federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates and the RR Interest shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement, the Certificate Purchase Agreement Agreements and the Underwriting RR Interest Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department Comptroller of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company national banking association duly organized, validly existing and in good standing under the laws of the England and WalesUnited States of America;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus Preliminary Private Placement Memorandum or the Preliminary Class BWP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus, the Final Private Placement Memorandum or the Final Class BWP Private Placement Memorandum as of the date thereof or as of the Closing Date Date, contained or contains, with respect to such the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to such the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement Agreements and the Underwriting Agreement.
(d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
