REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE The Optionee represents and warrants to the Optionor that:
Representations and Warranties of Optionee Optionee hereby represents and warrants that:
A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.
Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:
Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:
Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
Representations and Warranties of the Shareholder 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer:
(a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;
(b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;
(i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;
(e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;
(f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement;
(g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and
(h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.
Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:
Representations and Warranties of the Grantee A. The Grantee expressly represents and warrants to the State that it is statutorily eligible to receive these Grant funds and that the information set forth in its Grant Application is true, complete and accurate. The Grantee expressly agrees to promptly repay all funds paid to it under this Grant Agreement should it be determined either that it was ineligible to receive the funds, or it made any material misrepresentation on its grant application.
B. The Grantee certifies by entering into this Grant Agreement that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Grant Agreement by any federal or state department or agency. The term "principal" for purposes of this Grant Agreement is defined as an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Grantee.
Representations and Warranties of the Transferee In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows:
(a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment.
(b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due.
(c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act").
(d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.
Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to Parent and Sub as follows:
