Representations, Warranties and Agreements of Purchaser. (a) The Purchaser hereby represents and warrants to the Seller, as of the date hereof (or such other date as is specified in the related representation or warranty) as follows:
(i) The Purchaser is a corporation duly formed and validly existing under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the Purchaser and its performance of and compliance with the terms of this Agreement will not violate the Purchaser's corporate charter or by-laws or will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Purchaser is a party or by which the Purchaser or to which any property or assets of the Purchaser is subject;
(iii) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(iv) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which the Purchaser default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit its entering into this Agreement or performing its obligations under this Agreement;
Representations, Warranties and Agreements of Purchaser. (a) Purchaser, without conceding that any Mortgage Loans are securities, hereby make the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date:
(i) Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person.
(ii) Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans.
(iii) Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested.
(iv) Neither Purchaser nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or other similar security with, any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Mortgage Loans under the Securities Act, or that would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Mortgage Loans.
(b) Purchaser represents and warrants to Seller that as of the date hereof, as of the date of each respective Purchase Price and Terms Letter as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below):
(i) Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the state of New York. Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents.
(ii) This Agreement, the Amended and Restated Master Servicing Agreement and the Custodial Agreement each has been duly authorized, executed and delivered by Purchaser, and each constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accorda...
Representations, Warranties and Agreements of Purchaser. Purchaser represents and warrants to, and agrees with, Seller as follows, for the benefit of Seller:
Representations, Warranties and Agreements of Purchaser. Purchaser hereby represents, warrants, acknowledges and agrees that:
Representations, Warranties and Agreements of Purchaser. The Purchaser agrees and acknowledges that (a) the Obligors and counsel to the Obligors may rely upon the accuracy of and performance of obligations under the representations, warranties and agreements of the Purchaser contained in this Article IV and (b) the Placement Agent may rely upon the accuracy of and performance of obligations under the representations, warranties and agreements of the Purchaser contained in Sections 4.1, 4.2 and 4.4.
Representations, Warranties and Agreements of Purchaser. Purchaser hereby represents, warrants, and agrees to and with Seller, that:
3.1 Capacity to Enter into Agreement. Purchaser has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated. Purchaser has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed in connection herewith and therewith and perform such its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all other agreements, documents and instruments to be executed by Purchaser in connection herewith and therewith have been authorized by all necessary corporate action by Purchaser. When this Agreement and all other agreements, documents and instruments to be executed by a Purchaser in connection herewith and therewith are executed by a Purchaser and delivered to Seller, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of Purchaser enforceable against Purchaser in accordance with their respective terms.
Representations, Warranties and Agreements of Purchaser. The representations and warranties of Purchaser shall be true and correct on the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date.
Representations, Warranties and Agreements of Purchaser. Purchaser represents and warrants to each Seller and the Company, as of the date hereof and as of the Closing Date, as follows:
3.1 Purchaser is a limited partnership, duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement.
3.2 The authorization, execution, delivery, and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of Purchaser and have been duly authorized by all necessary action on the part of Purchaser. The execution, delivery, and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by Purchaser, by or in respect of, any Governmental Authority or any other person, other than (i) the expiration or termination of any applicable waiting periods (together with any extensions thereof) under the HSR Act, (ii) a filing of a Schedule 13D or 13G by the parties hereto, (iii) the filing with the SEC of such reports under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) such as has been previously obtained, made, or taken prior to the Closing Date or (v) such consents, approvals, orders, authorizations, registrations, qualifications, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder.
3.3 This Agreement has been (a) duly executed and delivered by Purchaser and (b) constitutes a legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable Law.
3.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of,...
Representations, Warranties and Agreements of Purchaser. Purchaser hereby represents, warrants and agrees to and with each Seller that (except as expressly set forth on a disclosure schedule attached hereto and signed by each Seller):
Representations, Warranties and Agreements of Purchaser. The Purchaser agrees and acknowledges that the Issuer and the Parent and their respective counsel may rely upon the accuracy and performance of the representations, warranties and agreements of the Purchaser contained in this Article IV.
