Loan Documentation and Related Matters Sample Clauses

Loan Documentation and Related Matters. (a) The list of the Loans contained in Exhibit IX hereto to be delivered at Closing shall be a complete and accurate list as of the day prior to the Effective Date; (b) the documentation relating to the Loans accurately reflects the payment history, the outstanding balance of the Loans, and all receipts per- taining to the Loans from the obligor(s) thereof and all credits to which such obligor(s) are entitled; (c) Seller is the true owner of the Loans and the documents evidencing the Loans; (d) the Loans, and said documents are not subject to any pledge, lien, encumbrance or participation of any kind or character, legal or equitable; (e) each obligor had, at the time of execution thereof, full capacity to contract; (f) each of the documents is genuine, is a good and valid instrument, and in all respects is what it purports to be; (g) no obligor of any of the Loans has any defense, set-off, or counter-claim to the payment of the amount of the unpaid obligation; (h) no taxes or other liability of Seller shall accrue against or be collected from Purchaser out of any of the Loans by reason of the purchase thereof by Purchaser; (i) Seller has paid or caused to be paid any and all license, franchise, intangible, stamp, or other tax or fee due and owing to any state where the Loans originated, or any political subdivision thereof, arising from or growing out of the acquisition, collection, or holding of any of the Loans; (j) neither Seller nor any of its agents, officers, employees, or representatives in any manner has been guilty of any civil or criminal fraud with respect to the creation of any of the Loans or with respect to this transfer, assignment, and sale to Purchaser; and (k) none of the Loans is in violation of any federal laws, regulations and rulings applicable thereto, specifically including the Federal Consumer Protection Act or the Federal Equal Credit Opportunities Act and regulations and rulings issued pursuant thereto, and all state consumer protec- tion, contract, or usury laws.
Sample 1
AutoNDA by SimpleDocs
Loan Documentation and Related Matters. (a) The list of the Loans contained in Exhibit A hereto is a complete and accurate list of May _, 1996 or a later date; (b) to Rushmore's knowledge each obligor had, at the time of execution thereof, full capacity to contract; (c) to Rushmore's knowledge, each of the documents is genuine, is a good and valid instrument, and in all material respects is what it purports to be; (d) Rushmore has paid or caused to be paid any and all license, franchise, intangible, stamp, or other tax or fee due and owing prior to the Effective Date to any state where the Loans originated, or any political subdivision thereof, arising from or growing out of the acquisition, collection, or holding of any of the Loans; and (e) neither Rushmore nor to its knowledge any of its agents, officers, employees, or representatives has been guilty of any civil or criminal fraud with respect to the creation of any of the Loans or with respect to this transfer, assignment, and sale to AmericasBank; and (f) to the best of our knowledge the Loans are enforceable in accordance with their terms and secured by a lien against real property, that each lien is documented by a valid, recorded, and enforceable Mortgage or Deed of Trust, and supported by an appraisal accurately reflecting the value of the security at the time of origination of the Loan.
Sample 1

Related to Loan Documentation and Related Matters

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Definitions and Related Matters SECTION 1.1

  • Indemnification and Related Matters Section 8.01

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc The execution, delivery and performance by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) consents or filings under the UCC or other security filings.

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!