Representations and Warranties and Covenants of the Parties a. As of the Effective Date, the District represents, warrants and covenants as follows:

Representations and Warranties and Covenants of the Parties. Section 5. I.

Representations and Warranties and Covenants of the Parties. Section 5.1 Representations and Warranties of Emeritus

Representations and Warranties and Covenants of the Parties. Representations and Warranties of Emeritus . Emeritus represents and warrants as follows: Each of Emeritus, Lessee, Emeritus Realty, the Emeritus Parties, Painted Post and HHRI is a corporation, partnership, or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, as applicable, and is duly qualified and authorized to do business in the states in which the Properties are located in accordance with local law. Each of Emeritus, Lessee, Emeritus Realty, the Emeritus Parties, Painted Post and HHRI has full power, authority and legal right to execute and deliver, and to perform and observe the provisions of this Agreement, the other Emeritus Documents, as applicable and all other instruments provided for herein to which it is a party and to lease from Lessor, pursuant to the Master Lease, the Properties and to carry out the applicable transactions contemplated herein. This Agreement has been, and on the Closing Date all other Emeritus Documents will have been, duly authorized, executed and delivered by Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI and Lessee, as applicable. The execution and delivery of the Emeritus Documents, compliance with the provisions thereof and the consummation of the transactions therein contemplated by Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI and Lessee will not result in (i) a breach or violation of (a) any law or governmental rule or regulation applicable to Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee now in effect; (b) any provision of the organizational documents of Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee; (c) any judgment, order or decree of any court or Governmental Authority binding upon Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee; or (d) any agreement or instrument to which Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee is a party or by which Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee is bound; (ii) the acceleration of any obligation of Emeritus, Emeritus Realty, the Emeritus Parties, Painted Post, HHRI or Lessee; or (iii) the creation of any lien, claim or encumbrance (other than the Master Lease) upon the Properties. Other than as set forth on Schedule 1 attached hereto, no consent, approval or other authoriz...

Representations and Warranties and Covenants of the Parties

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Representations and Warranties and Covenants 10 4.1 Generally.........................................................10 4.2
Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:
Representations, Warranties and Covenants of the Subscriber 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).
Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:
Representations and Warranties of the Parties Each party hereto represents and warrants to the other as follows:

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