Representations and Warranties Respecting the Seller. The Seller represents, warrants and covenants to the Purchaser as of the date hereof and as of the Closing Date or as of such date specifically provided herein:
(1) The Seller is duly organized, validly existing and in good standing under the laws of the state of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;
(2) The Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;
(3) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;
(4) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its o...
Representations and Warranties Respecting the Seller. The Seller represents, warrants and covenants to the Purchaser as of the date hereof, as of the date of each respective Purchase Price and Terms Letter, and as of each respective Closing Date or as of such date specifically provided herein or in the applicable Warranty Xxxx of Sale:
(a) Due Organization and Authority. The Seller is duly organized, validly existing and in good standing under the laws of the state of [________] and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. The Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;
Representations and Warranties Respecting the Seller. The Seller represents, warrants and covenants to the Purchaser as of the Initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:
Representations and Warranties Respecting the Seller. The Seller is a California corporation duly organized, validly existing and in good standing under the laws of California. The Seller has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Seller by any such state, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;
Representations and Warranties Respecting the Seller. Each of the Sellers (referred to individually in this Section 3.01 as the “Seller”) hereby represents, warrants and covenants solely with respect to itself to the Purchaser that, as of the date hereof:
Representations and Warranties Respecting the Seller. The Seller represents and warrants to the Purchaser that, as of the Closing Date:
Representations and Warranties Respecting the Seller. Subsection 7.02. Representations and Warranties Regarding Individual Loans...................................................19 Subsection 7.03. Remedies for Breach of Representations and Warranties...31 Subsection 7.04. Reserved................................................33 Subsection 7.05. Repurchase of Certain Loans.............................33 Subsection 7.06. Purchase Price Protection...............................33 SECTION 8. Closing.......................................................33
Representations and Warranties Respecting the Seller. Subsection 7.02.
Representations and Warranties Respecting the Seller. Representations and Warranties Regarding Individual Mortgage Loans................................................
Representations and Warranties Respecting the Seller. 2.1 The Seller has full right, power and authority to sell the sale shares and sale claims as contemplated by this agreement. They have waived their respective rights of pre-emption in respect of the sale shares and sale claims to the extent required, alternatively they hereby waive same.
2.2 The execution, delivery and performance of this agreement by the Seller.
2.2.1 has been duly authorized on the part of the Seller;
2.2.2 does not violate or result I the breach of the laws of any jurisdiction applicable to the Seller or pertaining thereto or of its constating documents.
2.3 The agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of this Seller enforceable against it in accordance with its terms.
2.4 No legal proceedings are pending or threatened against the Company or any of its subsidiaries and the Seller is unaware of any basis for the institution of any proceedings leading to its dissolution or winding-up or its subjection to bankruptcy or to any other laws governing the affairs of insolvent persons
