Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Mortgage Loan as follows:
Representations and Warranties Regarding Mortgage Loans. The Seller represents and warrants to the Buyer that, with respect to each Mortgage Loan sold in a Transaction hereunder, as of the related Purchase Date:
Representations and Warranties Regarding Mortgage Loans. BAC shall be deemed to make the following representations and warranties to the Buyer with respect to each Purchased Loan which is a Mortgage Loan sold in a Transaction hereunder, as of the related Purchase Date and as of each day such Transaction is in effect and except as shall be specifically disclosed in the schedule attached to the Request for Purchase. With respect to any representations and warranties made to the best of BAC's knowledge, to BAC's knowledge or in reliance on or based on information, in the event that it is discovered that the circumstances with respect to the related Mortgage Loan are not accurately reflected in such representation and warranty notwithstanding the actual knowledge or lack of knowledge of BAC, then, notwithstanding that such representation and warranty is made to the best of BAC's knowledge, to BAC's knowledge or in reliance on or based on information, the Market Value of such Mortgage Loans may, in the Buyer's sole good faith discretion, be reduced to zero.
Representations and Warranties Regarding Mortgage Loans. The Seller hereby represents, warrants and covenants as to each Mortgage Loan sold hereunder, as of the date herein below specified or, if no such date is specified, then as of the applicable Closing Date that:
Representations and Warranties Regarding Mortgage Loans. 5 Section 4.03.
Representations and Warranties Regarding Mortgage Loans. Seller represents and warrants to Buyer that, with respect to each Mortgage Loan sold in a Transaction hereunder, as of the related Purchase Date:
Representations and Warranties Regarding Mortgage Loans. Each Originator represents and warrants to Purchaser as of the Closing Date, the Transfer Date and the Subsequent Transfer Date, as the case may be, that, with respect to each Mortgage Loan originated by such Originator and conveyed by such Originator or the warehouse trust, as the case may be, on such date, each representation and warranty set forth in Exhibit A hereto is true and correct.
Representations and Warranties Regarding Mortgage Loans. 21 5.1 Mortgage Loan Schedule (Cut-Off Date) 21 5.2 Ownership of Mortgage Loans 21 5.3 Mortgage Status; Waivers and Modifications 21 5.4 No Future Advances 21 5.5 Other Mortgage Liens 22 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 22 6.1 Organization 22 Purchaser is a duly organized federal savings bank and has all requisite power and authority to own, lease and operate its properties and to carry on its business 22 6.2 Authorization of Agreement 22 6.3 Conflicts; Consents of Third Parties 23 6.4 Litigation 23 6.5 Financial Advisors 23 6.6 No Other Representations 23 ARTICLE VII COVENANTS 24 7.1 Further Assurances 24 7.2 Confidentiality 24 7.3 Publicity 25 7.4 Substitution of Trustee 25 7.5 Access 25 7.6 Notifications 26 Each party shall promptly notify the other of: 26 7.7 Intellectual Property 26 7.8 Reimbursement for Use of Seller’s Employees 26 7.9 Covenant Against Targeted Soliciting of Mortgagors 26 ARTICLE VIII INDEMNIFICATION 27 8.1 Indemnification 27 8.2 Indemnification Procedures 28 8.3 Certain Limitations 30 8.4 Assignment of Claims 30 8.5 Survival 31 8.6 Right to Indemnification Not Affected by Knowledge 31 8.7 Exclusivity 31 ARTICLE IX TAX MATTERS AND MISCELLANEOUS 31 9.1 Tax Cooperation; Allocation of Taxes 31 9.2 Expenses 33 9.3 Submission to Jurisdiction; Consent to Service of Process 33 9.4 Entire Agreement; Amendments and Waivers 33 9.5 Governing Law 33 9.6 Notices 34 9.7 Severability 34 9.8 Binding Effect; Assignment 35 9.9 Specific Performance; Remedies 35 9.10 Non-Recourse 35 9.11 Counterparts; Effectiveness; Third Party Beneficiaries 35 9.12 Waiver of Jury Trial 36 9.13 Bulk Sales Law 36 9.14 Disclosure Schedule 36 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 10, 2011, is being executed by and between BankFinancial, F.S.B., a federal savings bank (“Purchaser”) and Citibank, N.A., a national banking association (“Seller”).
Representations and Warranties Regarding Mortgage Loans. Except as set forth in the Disclosure Schedule, Seller hereby represents and warrants to Purchaser that, as of the date herein below specified or, if no such date is specified, as of the Closing Date:
Representations and Warranties Regarding Mortgage Loans. Seller further represents and warrants that at and as of each Closing Date, except as otherwise stated, to the best of Seller's knowledge, the following representations and warranties shall be accurate and complete in all material respects as to each Mortgage Loan purchased on that Closing Date.
