GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer as follows:
5.1.1. Seller is a corporation duly organized, existing and in good standing under the laws of the state of its incorporation or formation; and it possesses the requisite corporate or other authority to enter into this Agreement and consummate all transactions contemplated hereby.
5.1.2. The execution, delivery and performance of this Agreement has been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Seller.
5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not and will not be a breach, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject.
5.1.4. Neither the sale of Loans, nor the consummation of the transactions contemplated by this Agreement, are or will result in violation of any applicable federal, state or local law, rule or regulation.
5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms.
5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ability to perform its obligations pursuant to this Agreement. Seller agrees to promptly notify Buyer of the subsequent existence of any such pending or threatened litigation, adverse claim or action.
5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including rea...
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to Purchaser as of the date hereof, as of the date of each Sale Supplement, as of each Closing Date and as of each Servicing Transfer Date:
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. As an inducement to Purchaser to enter into this Agreement, Seller represents and warrants as follows, as of each Closing Date:
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date hereof, and as of each Settlement Date, Seller represents and warrants as follows:
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. 23 4.1 Organization................................................24 4.2 Authority...................................................24 4.3
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller, jointly and severally, makes the representations and warranties set forth below regarding Seller, the Acquired Business, Purchased Assets and Assumed Liabilities, it being acknowledged by Seller that each such representation and warranty relates to material matters upon which Purchaser relied and shall survive the Closing and the applicable Transfer Date, as applicable, and it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to Purchaser as of the Effective Date and (subject to Section 9.2(a)) the Closing Date, and the Seller Transfer Date Representations and Warranties are made to Purchaser (subject to Section 9.2(a)) on each applicable Transfer Date:
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. 16 4.1 Organization; Powers and Execution.......................... 16 4.2 Breach of Statute........................................... 16 4.3 Litigation.................................................. 17 4.4 Taxes....................................................... 17 4.5 Brokers..................................................... 17 4.6 Certain Inventory........................................... 17 4.7 Foreign Corrupt Practices Act............................... 17
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Cott and, if applicable, all other Buyers as follows:
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. With respect to each of the Accounts that relates to any Account Receivables, and with respect to the Account Receivables for the period of time within which Seller owned such Account Receivables, Seller represents and warrants to Buyer that:
(a) Seller materially complied, to the extent required to do so, with all applicable federal, state and local laws and regulations in connection with the administration and collection of the Account Receivables, the form and content of the applications and the Accountholder Agreement and the conduct of its business; *** Confidential treatment requested pursuant to Rule 24b-2.
(b) Seller sells the Accounts and related Account Receivables to Buyer free and clear of any and all liens, claims, encumbrances or security interest of any kind whatsoever placed on or caused to be placed on such Accounts and related Account Receivables.
(c) Seller has full power and authority to enter into this Agreement and to sell, assign, transfer and convey the Accounts and related Account Receivables to Buyer, and all necessary proceedings on the part of Seller have been duly taken to authorize this Agreement and the sale and transfer of Seller's title to the Accounts and related Account Receivables; and
(d) There are no actions, suits, claims proceedings or governmental investigations or inquiries pending or to the actual knowledge of Seller, threatened against Seller seeking to prevent or that if successful would prevent the consummation of the transactions contemplated by this Agreement or that would materially and adversely affect the Account Assets.
GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrant to Buyer that:
(A) The Ground Lease is: (i) in full force and effect; and (ii) has not been amended, modified or supplemented in any material way. The Seller is not in default of the Ground Lease and has fully performed all of its obligations thereunder, including, but not limited to the payment of all amounts due thereunder. To Seller's knowledge, as of the Effective Date there are no defaults by Ground Lessor under Ground Lease. The Seller's interest in the Ground Lease has not been assigned, pledged or encumbered, except to the Lender.
(B) Seller has already provided to Buyer and Buyer hereby acknowledges receipt of the items set forth on EXHIBIT E attached to this Agreement ("DUE DILIGENCE DOCUMENTS"). To Seller's knowledge, the Due Diligence Documents delivered to Buyer are true, accurate and complete.
(C) The rent roll attached hereto as EXHIBIT F is a true, accurate and complete listing of each subtenant, space occupied, lease term, current rent, sublease start and expiration date for the Building but does not include the Licenses (herein the "RENT ROLL") as of the Effective Date. Each Sublease set forth on the Rent Roll is and as of Closing will be: (i) in full force and effect; and (ii) not been amended, modified or supplemented in any material way except as set forth in the copies of the Subleases provided to Buyer pursuant to the terms hereof; (iii); (iv) as of Closing, no Sublease, except as set forth in the Subleases or otherwise disclosed to Buyer will be subject to an option exercisable by a subtenant, at its option, to terminate the Sublease prior to the expiration of the lease term as set forth in the Rent Roll. The Seller as of the Effective date is not in default and as of Closing and will not be in default of any Sublease. To Seller's knowledge, except as disclosed on EXHIBIT F, there are no defaults by subtenants under any of the Subleases. None of the Subleases or rents payable thereunder have been assigned, pledged or encumbered, except to the Lender, if applicable.
(D) Except as set forth on the subtenant arrearage schedule attached hereto as EXHIBIT G (the "RENT ARREARAGES") no rents have been paid more than one (1) month in advance by any subtenant under any Sublease and any subtenant arrearages are set forth on such schedule. Except as set forth on the rent arrearage schedule, no additional rents have been collected for the period subsequent to the Closing.
(E) All subtenant security deposits held by...
