Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower as follows:
Representations and Warranties of Lender. Lender makes the following representations and warranties to the Borrower, each of which shall be true and correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder, except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:
Representations and Warranties of Lender. Lender represents and warrants to Borrower that:
Representations and Warranties of Lender. Lender hereby represents and warrants to the Company that:
Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower as follows as of the date hereof:
Representations and Warranties of Lender. Lender makes the following representations and warranties to the Credit Parties, each of which shall be true and correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:
Representations and Warranties of Lender. Lender hereby represents and warrants to the Company as follows:
Representations and Warranties of Lender. The Lender represents and warrants that:
Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the following:
(a) Lender has full power and capacity to enter into, execute and perform this Agreement, which Agreement, once executed by Lender, shall be the valid and binding obligation of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its terms;
(b) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender.
(c) with respect to the Securities being acquired by Lender:
(i) Lender is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement;
(ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising;
(iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period.
(d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C;
(e) Lender has been advised to consult with an attor...
Representations and Warranties of Lender. (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender.
(b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxx...
