REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER..........................................................18 6. CLOSING.................................................................25 7.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents and warrants to Purchaser as of the date hereof that:
4.1.1 Seller is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. Seller has the requisite power and authority and legal right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to Purchaser and has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement.
4.1.2 This Agreement has been duly and validly authorized, executed and delivered by Seller, and assuming the due authorization, execution and delivery hereof by Purchaser, this Agreement constitutes the valid, legal and binding agreement of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws.
4.1.3 No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by Seller with this Agreement, or the consummation by Seller of any transaction contemplated hereby, other than (A) such qualifications as may be required under state securities or blue sky laws, (B) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with Seller's sale of the Mortgage Loans to Purchaser, (C) such consents, approval...
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents and warrants to Purchaser as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. TO INDUCE PURCHASER TO ENTER INTO THIS AGREEMENT, SELLER HEREBY MAKES FOR THE BENEFIT OF PURCHASER AND ITS ASSIGNS WITH RESPECT TO EACH MORTGAGE LOAN (SUBJECT TO THE LAST PARAGRAPH OF THIS SECTION 4.1) AS OF THE DATE HEREOF (OR AS OF SUCH OTHER DATE SPECIFICALLY SET FORTH IN THE PARTICULAR REPRESENTATION AND WARRANTY) EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH ON EXHIBIT 2 HERETO, EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE A ATTACHED HERETO, AND HEREBY FURTHER REPRESENTS AND WARRANTS TO PURCHASER AS OF THE DATE HEREOF THAT:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. The Seller and the Purchaser each represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. 20 6.1 Seller’s Representations
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller’s Representations 16 6.2 AS-IS 17 6.3 Survival of Seller’s Representations 18 6.4 Definition of Seller’s Knowledge 18 6.5 Representations and Warranties of Purchaser 19 ARTICLE VII OPERATION OF THE PROPERTY 7.1 Leases and Property Contracts 20 7.2 General Operation of Property 20 7.3 Liens 20 ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. The disclosure schedules attached hereto (the “Disclosure Schedules”) are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Agreement to which such sections and subsections of the Disclosure Schedules relate. An exception to a representation or warranty in this Article VI set forth in the Disclosure Schedules effectively modifies the corresponding representation or warranty in this Article VI; provided that any fact or condition disclosed in any section of the Disclosure Schedules in such a way as to make its relevance to a representation or representations made elsewhere in this Article VI reasonably apparent on its face shall be deemed to be an exception to such representation or representations notwithstanding the omission of a reference or cross reference thereto. Any fact or item disclosed in any section of the Disclosure Schedules shall not be deemed, solely by reason of such inclusion, to be material.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER...18 6.
