Representations and Warranties of Correspondent Sample Clauses

Representations and Warranties of Correspondent. Correspondent represents and warrants to Southwest that: (i) Correspondent is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and authorized to conduct business in each state where such authorization is required. (ii) Correspondent has all the requisite authority in conformity with all applicable laws and regulations to enter into this Agreement and to retain the services of Southwest in accordance with the terms hereof. (iii) Correspondent shall not conduct any securities business in accordance with the terms of this Agreement unless or until it is accepted as a member in good standing of the NASD, its registration with the SEC is effective, and it is duly licensed in accordance with the provisions of any applicable state securities laws. (iv) Correspondent shall not conduct any business in securities unless it has all requisite authority, whether arising under applicable federal or state laws, rules and regulations, or under the bylaws and rules of any securities exchange or securities association to which Correspondent is subject.- (v) Correspondent has no arrangement with any other firm for the provision by such other firm of clearing services for any Customer Acc9ounts or Correspondent Accounts, or if any such arrangement exists Correspondent has fully disclosed the nature of such arrangement to Southwest in writing.
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Representations and Warranties of Correspondent. In addition to any representations and warranties in this Agreement or as set forth in any Transaction Document, Correspondent makes the representations and warranties in Section 601 of the Loan Manual (it being understood that, unless otherwise expressly provided in Section 601 of the Loan Manual, each such representation and warranty is made by Correspondent as of Effective Date, and the applicable Purchase Date and all such representations and warranties shall survive the Effective Date and each Purchase Date).
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Representations and Warranties of Correspondent. It is understood and agreed by Correspondent and Green Tree that as a material inducement to Green Tree to enter into this Agreement, Correspondent hereby represents, warrants and covenants to Green Tree with respect to each Loan Application submitted to Green Tree, each Loan purchased by Green Tree from the Correspondent as follows: A. This Agreement, constitutes, when duly executed and delivered by Correspondent, a legal, valid and binding obligation of Correspondent enforceable against Correspondent according to its terms. Upon execution and delivery of this Agreement by Correspondent to Green Tree, the, Correspondent shall deliver certified copies of relevant corporate or similar resolutions. B. Correspondent is duly organized, validly existing and in good standing under laws applicable to its organization and existence and is duly qualified as a foreign business in all jurisdictions wherein the character of the property owned or leased or the nature of the business transacted by Correspondent makes qualification as a foreign business necessary. C. Correspondent is a licensed first and/or secondary mortgage lender in good standing in all states in which it is selling Loans to Green Tree. D. Correspondent has in effect and in good standing all necessary and appropriate federal, state and local licenses or permits required to originate the Loans. Correspondent shall make available to Green Tree copies of any licenses required to be maintained by Correspondent upon Green Tree's request. Upon execution and delivery of this Agreement by Correspondent to Green Tree, the Correspondent shall deliver to Green Tree a good standing certificate for the state of its incorporation and, if requested by Green Tree, for each state in which Correspondent is or should be registered to do business. E. The execution and delivery of this Agreement by Correspondent and the performance by Correspondent of the obligations by it to be performed hereunder do not, and will not, violate any provision of any law, rule or regulation (federal, state or local), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Correspondent or to the charter or bylaws of the Correspondent, if applicable. F. Correspondent has the authority to make, deliver and perform this Agreement and all transactions contemplated hereunder. No consent of any other Person including Correspondent's shareholders, if applicable, or its governmental regulato...
Sample 1

Related to Representations and Warranties of Correspondent

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

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