Depositor Representations and Warranties. The Depositor hereby represents and warrants to the Sponsor and the Trustee as of the date hereof and as of the Closing Date that:
(a) The Depositor is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
(b) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor and the ability of the Depositor to perform under this Purchase Agreement.
(c) The Depositor has the power and authority to execute and deliver this Purchase Agreement and to carry out its terms; the Depositor has full power and authority to purchase the property to be purchased from the Sponsor and the Depositor has duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Purchase Agreement have been duly authorized by the Depositor by all necessary corporate action.
(d) The consummation of the transactions contemplated by this Purchase Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.
(e) The Depositor (A) is a solvent entity and is paying its debts as they become due and (B) after giving effect to the transfer of the Mortgage Loans, will be a s...
Depositor Representations and Warranties. The Depositor represents and warranties the following:
(a) The Depositor is either:
(i) the sole owner of the Intellectual Property in the Dataset; or
(ii) authorized in writing by the owner of the Intellectual Property in the Dataset to deposit the Dataset with the GREO Knowledge Repository, and in either case has the right to xxxxx XXXX the licence to use the Dataset in accordance with the terms set out in Section 4 of this Agreement. For greater clarity, the Depositor represents and warrants that GREO’s use of the Dataset as described in Section 4 of this Agreement and as further described in the GREO Terms of Use Agreement, a copy of which is available on the GREO website, will not infringe the rights of any third party, whether arising from contractual agreement, common law, or statute.
(b) By depositing the Dataset, the Depositor is not violating any laws or breaching any third party agreements, including but not limited to funding agreements.
(c) The Dataset does not contain any content that is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of an individual’s privacy, tortious, obscene, offensive or profane.
(d) The Dataset does not contain any software viruses or computer codes, files, or programs capable of allowing unauthorized access or disrupting, damaging, limiting or interfering with the proper functioning of GREO or other Dataset user’s software, hardware, or telecommunications equipment.
(e) The Dataset does not contain information that could directly or indirectly identify research subjects, including but not limited to social insurance numbers, health plan numbers, certificate/license numbers, medical record numbers, other account numbers, or biometric identifiers, except where one of the following exceptions applies:
(i) the identifying information is already in the public domain;
(ii) this identifying information describes a public figure and relates to their public role or other similar non-sensitive subject matter;
(iii) a sufficient length of time has passed since the collection of the information such that the data can be considered "historic";
(iv) the identified subjects have given explicit informed consent to the public release of their identifying information;
(v) the identifying information was collected with an explicit statement concerning the public nature of the data, such as information collected for governmental regulatory purposes; or
(vi) for federal government records only, all ...
Depositor Representations and Warranties. 3 Section 3.1 Representations and Warranties of Depositor.................3
Depositor Representations and Warranties. The Depositor hereby assigns to the Trustee all of its right, title and interest in the Mortgage Loan Purchase Agreement, including but not limited to the representations and warranties of the Seller set forth in Section 7 thereof. The obligations of the Seller under the Mortgage Loan Purchase Agreement to substitute or repurchase, as applicable, a Mortgage Loan as to which a representation set forth in Section 7 thereof is breached shall be the Trustee's and the Certificateholders' sole remedy for such breach. At the request of the Certificate Administrator, the Depositor shall take such actions as may be necessary to enable the Certificate Administrator to enforce such representations and the obligations of the Seller with respect thereto and shall execute such further documents as the Certificate Administrator may reasonably require in order to enable the Certificate Administrator to carry out such enforcement.
Depositor Representations and Warranties. SECTION 3.1
Depositor Representations and Warranties. Conveyance and Deposit of Trust Assets Section 2.08. Protection of Trust Assets ARTICLE III OWNER TRUST CERTIFICATE AND TRANSFER OF INTERESTS Section 3.01. Initial Ownership Section 3.02. Owner Trust Certificate. Section 3.03. Execution of Owner Trust Certificate.
Depositor Representations and Warranties. The Depositor hereby represents and warrants to the Trustee, the Servicer, the Certificate Insurer and the Certificateholders as of the Closing Date:
Depositor Representations and Warranties. 23 ARTICLE IV
Depositor Representations and Warranties. Representations and Warranties of Depositor
Depositor Representations and Warranties. SECTION 3.1 Representations and Warranties of Depositor . 3 ARTICLE IV ADMINISTRATION SECTION 4.1 Duties as Administrator . . . . . . . . . . . 5 SECTION 4.2 Records . . . . . . . . . . . . . . . . . . . 11 SECTION 4.3 [Reserved] . . . . . . . . . . . . . . . . . 12
