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 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 is purchasing the Purchased Certificates for its own account as principal for investment purposes and not with a view to the distribution of the Purchased Certificates, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act").
(b) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Purchased Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risk of an investment in the Purchased Certificates and can afford a complete loss of such investment.
(c) The Transferee confirms that the Company and the Servicer have made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company and the Servicer concerning the Company, the Servicer, the Trust, the purchase by the Transferee of the Purchased Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company or the Servicer possesses or can acquire without unreasonable effort or expense.
(d) The Transferee is an "accredited investor" as defined in paragraph (1), (2), (3) or (7) of Rule 501(a) under the Act.
Representations and Warranties of the Transferee. The Transferee hereby represents and warrants to the Transferor as follows:
Representations and Warranties of the Transferee. The Transferee hereby represents and warrants to the Transferor as of the date hereof as follows:
Representations and Warranties of the Transferee. The Transferee hereby (a) represents and warrants that the Transferee is an Existing Commitment Party Purchaser (and not prior to the date hereof a Backstop Party) and (b) makes, to each of the other Parties, as to itself only and (unless otherwise set forth therein) as of the date hereof and as of the Closing Date, the representations and warranties set forth in Article V of the Agreement; provided, however, for purposes of any representation concerning Unsecured Notes Claims, the Transferee is only hereby making representations with respect to any such Claims that it actually holds on the date hereof (which may be none, in which case it makes no such representations).
Representations and Warranties of the Transferee. In connection with the proposed exchange, the Transferee represents and warrants to the Transfer Agent and Certificate Registrar and the Trustee that:
(a) The Transferee is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the Transferee is organized, is authorized to invest in the Subordinate Certificates, and is authorized to enter into this Agreement, and has duly executed and delivered this Agreement; and
(b) The Transferee is a Qualified Institutional Buyer (as defined below) under clause
Representations and Warranties of the Transferee. Transferee hereby represents and warrants to each Transferor as follows:
Representations and Warranties of the Transferee. 5.1 The Transferee is a company duly established and validly existing under the PRC laws and regulations.
5.2 All consents, approvals and authorizations necessary for the execution of this Agreement have been duly and lawfully obtained. The performance and execution of this Agreement hereunder by the Transferees in accordance with the provisions of this Agreement does not and will not contravene any documents or contracts binding on the Transferee.
5.3 The Transferee will make the full payment hereunder on time according to the terms and conditions hereunder.
Representations and Warranties of the Transferee. The Transferee hereby (a) represents and warrants that the Transferee is a Related Purchaser of the Transferor and (b) makes, to each of the other Parties, as to itself only and (unless otherwise set forth therein) as of the date hereof and as of the Closing Date, the representations and warranties set forth in Article V of the Agreement; provided, however, for purposes of any representation concerning Unsecured Notes Claims, the Transferee is only hereby making representations with respect to any such Claims that it actually holds on the date hereof (which may be none, in which case it makes no such representations).
Representations and Warranties of the Transferee. The Transferee represents and warrants TD Transferor that:
