Representations and Warranties of Seller and Guarantor. Seller hereby makes the following representations and warranties to Buyer as of the Effective Date, each of which representations and warranties is subject to the exceptions thereto (if any) set forth on Schedule 2 attached hereto and made a part hereof (as the same may be revised and/or updated from time to time pursuant to Section 5.4 the “Seller’s Disclosure Schedule”), and the other terms and provisions of this Agreement:
Representations and Warranties of Seller and Guarantor. On and as of the date hereof, after giving effect to this Amendment:
(a) each of Seller and Guarantor hereby represents and warrants to Buyer that no Default, Event of Default or Margin Deficit exists, and no Default, Event of Default or Margin Deficit will occur as a result of the execution, delivery and performance by such party of this Amendment;
(b) no amendments have been made to the organizational documents of Seller or Pledgor since February 18, 2016 other than the Certificate of Amendments each dated September 3, 2019;
(c) no amendments have been made to the organizational documents of Guarantor since June 28, 2017; and
(d) Seller hereby represents and warrants to Buyer that all representations and warranties of Seller contained in Section 10 of the Master Repurchase Agreement are true, correct, complete and accurate in all respects (except for any such representation or warranty that by its terms refers to a specific date, in which case such representation or warranty was true and correct in all material respects as of such other date); and
(e) Guarantor hereby represents and warrants to Buyer that all representations and warranties of Guarantor contained in the Guaranty are true and correct in all material respects (except for any such representation or warranty that by its terms refers to a specific date, in which case such representation or warranty was true and correct in all material respects as of such other date).
Representations and Warranties of Seller and Guarantor. On and as of the date hereof, after giving effect to this Amendment:
(a) each of Seller and Guarantor hereby represents and warrants to Purchaser that no Default or Event of Default exists, and no Default or Event of Default will occur as a result of the execution, delivery and performance by such party of this Amendment;
(b) Seller hereby represents and warrants to Purchaser that all representations and warranties of Seller contained in Article 9 of the Master Repurchase Agreement are true and correct in all material respects (except for any such representation or warranty that by its terms refers to a specific date, in which case such representation or warranty was true and correct in all material respects as of such other date); and
(c) Guarantor hereby represents and warrants to Purchaser that all representations and warranties of Guarantor contained in the Guaranty are true and correct in all material respects (except for any such representation or warranty that by its terms refers to a specific date, in which case such representation or warranty was true and correct in all material respects as of such other date).
Representations and Warranties of Seller and Guarantor. Seller and Guarantor each jointly and severally hereby represent and warrant to Buyer, and acknowledge that the Buyer is entering this Agreement in reliance thereon, subject to any exceptions set forth in the Schedules hereto delivered upon the execution hereof, as follows:
Representations and Warranties of Seller and Guarantor. Except as set forth in the disclosure schedules delivered by Seller to Purchaser on the Agreement Date (the “Disclosure Schedules”), Seller and Guarantor, jointly and severally, represents and warrants to Purchaser and Purchaser Guarantor as follows:
Representations and Warranties of Seller and Guarantor. Seller and Guarantor represent and warrant to Buyer as at the Closing Date as follows with respect to Seller, Guarantor and the Company:
Representations and Warranties of Seller and Guarantor. The Seller and the Guarantor hereby jointly and severally make the following representations and warranties to Buyer with respect to themselves and to the Company, which shall be considered true, complete and correct as of the Closing Date. All representations and warranties of Seller, Company and Guarantor in this Agreement, except for Sections 4.1, 4.2 and 4.3 below, are limited to the knowledge of said parties, and the knowledge of Seller, Company and Guarantor shall mean only the knowledge of Xxxx X. Xxxxx, Xxxx Xxxxxx Xxxxxx and/or Xxxxxx Xxxxxxxxxx.
Representations and Warranties of Seller and Guarantor. Seller and Guarantor, jointly and severally, represent and warrant to Buyer Parties that, (i) except as described in the Disclosure Schedule, as of the date of this Agreement and, (ii) except as described in the Disclosure Schedule and any Seller Permitted Update, as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement):
Representations and Warranties of Seller and Guarantor. All representations and warranties made by Seller and Guarantor in this Agreement (considered collectively and individually) shall be true and correct in all material respects on and as of the Closing Date as if made by Seller and Guarantor on and as of such date (except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date), after giving effect to any Disclosure Schedule Updates (provided that no such Disclosure Schedule Updates shall materially adversely alter or affect the information disclosed in the original Disclosure Schedule), and Purchaser shall have received a certificate to that effect from Seller and Guarantor dated as of the Closing Date.
Representations and Warranties of Seller and Guarantor. Seller hereby represents and warrants to Purchaser on the date hereof and on the Closing Date as set forth below in Sections 4.01 through 4.11, inclusive. Guarantor hereby represents and warrants to Purchaser on the date hereof and on the Closing Date as set forth below in Sections 4.01 through 4.03, inclusive. The representations and warranties made by Seller and Guarantor below are subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Seller and Guarantor concurrently with the execution of this Agreement, dated as of the date hereof, as amended by the Disclosure Schedule Updates (as defined in Section 6.05) (the “Disclosure Schedules”).
