Documents Valid Sample Clauses

Documents Valid. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and other agreement executed in connection with each Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, receivership, reorganization, moratorium, redemption or other laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
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Documents Valid. To Borrower's knowledge and based upon an opinion of counsel to Mortgagor obtained at the closing of its origination, each of the Mortgage Note, the Mortgage and each other written agreement in connection therewith is genuine and is the legal, valid and binding obligation of the Mortgagor, the related indemnitor or other party executing such document, enforceable in accordance with its terms. To Borrower's knowledge, there is no valid offset, defense, abatement, counterclaim or right of rescission in favor of the Mortgagor or any other obligated Person with respect to the Mortgage Note, Mortgage or other written agreement relating to the Mortgage Loan, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage or the Mortgage Note unenforceable or subject to any valid right of rescission, offset, counterclaim or defense, including, without limitation, the defense of usury, and Borrower has no actual knowledge that any such right of rescission, offset, counterclaim or defense has been asserted or is available with respect thereto.
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Documents Valid. Each of the related Note, the related Mortgage and any other related Mortgage Loan Document is the legal, valid and binding obligation of the related Borrower, the related guarantor or other party executing such document, enforceable in accordance with its terms, subject to any non-recourse provisions in the Mortgage Loan Documents and applicable state anti-deficiency laws. There is no valid offset, defense, counterclaim or right of rescission with respect to such Note, Mortgage or other Mortgage Loan Document, nor will the operation of any of the terms of such Note or such Mortgage, or the exercise of any right thereunder, render either such Mortgage or such Note unenforceable or subject to any valid right of rescission, offset, counterclaim or defense, including without limitation the defense of usury, and CRIIMI MAE has no knowledge that any such right of rescission, offset, counterclaim or defense has been asserted or is available with respect thereto.
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Documents Valid. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and other agreement executed in connection with such Mortgage Loan (collectively, the "Mortgage Loan Documents") are legal, valid and binding obligations of the related Mortgagor, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Mortgage Loan Documents are or may be unenforceable in whole or in part under applicable law, but such unenforceability of such provisions does not render such Mortgage Loan Documents inadequate for the practical realization of the rights and benefits intended to be afforded thereby;
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Documents Valid. Each representation and warranty of Borrower set forth in Section IIIB of this Agreement or this Appendix to this Agreement, to the extent related to the enforceability of any instrument, agreement or other document or as to offsets, defenses, counterclaims or rights of rescission related to such enforceability is qualified to the extent that (i) enforcement may be limited (A) by bankruptcy, insolvency, reorganization fraudulent conveyance, redemption, moratorium or other similar laws affecting the enforcement of creditors' rights generally, (B) by general principles of equity (regardless of whether such
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Documents Valid. To the best of Seller's knowledge, the Note, and each of the Loan Documents and other agreements delivered in connection therewith, is the legal, valid and binding obligation of the maker, Borrower, guarantor or other party executing such document, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. To the best of Seller's knowledge, all other parties executing documents evidencing, securing or guaranteeing the Loan had legal capacity and proper authority and power to enter into such documents.
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Documents Valid. Each representation and warranty of the Borrower set forth in Section III(B) of this Agreement or this Appendix to this Agreement, to the extent related to the enforceability of any instrument, agreement or other document or as to offsets, defenses, counterclaims or rights of rescission related to such enforceability is qualified to the extent that (i) enforcement may be limited (A) by bankruptcy, insolvency, reorganization fraudulent conveyance, redemption, moratorium or other similar laws affecting the enforcement of creditors' rights generally, (B) by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (C) by any applicable anti-deficiency law or statute, and (ii) such instrument, agreement or other document contains certain provisions which may be unenforceable in accordance with their terms, in whole or in part, but the unenforceability of such provisions will not (A) cause the related note or contract or mortgage, if any, to be void, (B) invalidate the related borrower's obligation to pay interest on, and repay the principal of, the related Pledged Eligible Asset in accordance with the payment terms of the related note or contract, the related mortgage, if any, and other written agreements delivered to the Borrower in connection therewith, (C) invalidate the obligation of any related guarantor to pay guaranteed obligations with respect to interest on, and the principal of, the related Pledged Eligible Asset in accordance with the payment terms of such guarantor's written guaranty, (D) impair the mortgagee's right to accelerate and demand payment of the interest on, and principal of, the related Pledged Eligible Asset upon the occurrence of a legally enforceable default, or (E) impair the mortgagee's right to realize against the related Property, if any, by judicial or, if applicable, nonjudicial foreclosure except as provided in any subordination agreement and subject to applicable law.
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Documents Valid. Each of the related Mortgage Note, the related Mortgage and any other related Mortgage Loan document is the legal, valid and binding obligation of the related borrower, the related guarantor or other party executing such document, enforceable in accordance with its terms, subject to any non-recourse provisions in the Mortgage Loan documents and applicable state anti-deficiency laws, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). There is no valid offset, defense, counterclaim or right of rescission with respect to such Mortgage Note, Mortgage or other Mortgage Loan document, nor will the operation of any of the terms of such Mortgage Note or such Mortgage, or the exercise of any right thereunder, render either such Mortgage or such Mortgage Note unenforceable or subject to any valid right of rescission, offset, counterclaim or defense, including without limitation the defense of usury, and to CRIIMI MAE's knowledge, no such right of rescission, offset, counterclaim or defense has been asserted or is available with respect thereto.
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Documents Valid. Each of the Mortgage Note, Mortgage and other agreements executed in connection therewith is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions therein), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and there is no offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage or other agreements. All parties to the Mortgage, the Mortgage Note and all other documents evidencing, securing and guaranteeing the Mortgage Loan had legal capacity to enter into such documents;
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Related to Documents Valid

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Paper documents Any paper records must be protected by storing the records in a Secure Area which is only accessible to authorized personnel. When not in use, such records must be stored in a Secure Area.

  • Assignment Entire Agreement Amendment This Agreement may be assigned only by Employer, and is freely assignable by Employer. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior understandings, communications and agreements concerning such subject matter; provided that, to the extent there is any conflict between this Agreement and any stock option grant agreement or plan, the provisions of this Agreement shall control. Neither this Agreement, nor any of its terms, can be changed, added to, waived or supplemented except in a written document signed by Executive and Employer, except that Employer may adopt or change any vacation, benefit, rules or other policy generally applicable to employees or a group or class of employees in its discretion.

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Power and Authority; Authorization; Execution and Delivery; Binding Obligation The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

  • Relation to other International Agreements 1. The Parties affirm their existing rights and obligations with respect to each other under the WTO Agreement and any other agreements related to trade to which the Parties are party (1). 2. In the event of any inconsistency between this Agreement and any other agreement to which the Parties are party, the Parties shall immediately consult with each other with a view to finding a mutually satisfactory solution in accordance with rules of interpretation of public international law. 3. If any provision of the WTO Agreement that the Parties have been incorporated to this Agreement is amended and accepted by the Parties at the WTO, such amendment shall be deemed incorporated automatically to this Agreement. (1) The agreements mentioned in paragraph 1 shall include treaties, conventions, agreements, protocols, and memorandums of understanding entered into by the Parties or government agencies of the Parties.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Documents, Records and Funds in Possession of the Servicer to be Held for the Trustee......................... Section 3.17

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