Representations, Warranties and Agreements of the Purchaser. (a) The Purchaser, without conceding that any Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date:
(i) The Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person.
(ii) The 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) The Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested.
(iv) Neither the 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 any 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 of 1933, as amended (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) The Purchaser represents and warrants to the Seller that 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 other date or dates as may be expressly set forth below):
(i) The Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the Maryland. The Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents.
(ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Purchaser, and each constitutes the legal, valid and bin...
Representations, Warranties and Agreements of the Purchaser. The Purchaser represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:
(a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound.
(i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3
(ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act.
(iii) As a Director of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act.
(iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can af...
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby makes to the Seller, as of the date hereof and as of each Transaction Settlement Date and each Assignment Date, the representations and warranties set forth on Exhibit E.
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Seller, as of the Closing Date, as follows:
3.1 The 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 execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, or official or any other person, other than other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date.
3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the 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 government, governmental agency, or court to which the Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the assets of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken ...
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, NMB as follows:
3.1. Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "SECURITIES ACT"), as follows (check as applicable): [X] a natural person who either (a) has (along with his/her spouse) a net worth which exceeds $1,000,000 at the time of the purchase or (b) has had an individual income in excess of $200,000 (or a joint income with his/her spouse which exceeds $300,000) for each of the two most recent years and has a reasonable expectation of reaching the same income level (or joint income level) in the current year; [ ] any bank or savings and loan association acting in its individual or fiduciary capacity any registered broker-dealer, insurance company, registered investment company, business development company, small business investment company or employee benefit plan (a) if the investment decision is made by a fiduciary which is a bank, savings and loan association, insurance company or registered investment advisor or (b) if the plan has total assets in excess of $5,000,000 or (c) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors; [ ] any private business development company; [ ] any organization under section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; [ ] any trust with assets in excess of $5,000,000 not formed for the specific purpose of buying the securities offered, whose purchase is directed by a "sophisticated person"; a revocable grantor trust will be accredited where each of the grantors is an accredited investor; similarly, an Individual Retirement Account ("IRA") will be accredited where the individual for whose benefit the XXX was established is an accredited investor; [ ] any dirxxxor or executive officer of NMB; or [ ] any entity in which all equity owners are accredited investors.
3.2. Purchaser is purchasing the Shares for Purchaser's own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of the Securities Act. In that regard, Purchaser understands that (a) the Shares have not been registered under the Securities Act or under any state securities laws and are therefore "restricted securitie...
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents, warrants to, and agrees with, each of the Sellers, as of the date hereof and on the Trade Date and the Settlement Date:
(a) The Purchaser has the power and capacity to enter into this Agreement and to consummate the Transaction. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.
(b) The execution, delivery and performance by the Purchaser of this Agreement and consummation by the Purchaser of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on the Purchaser; (ii) violate any provision of any federal or state statute, rule or regulation which is, to the Purchaser’s knowledge, applicable to the Purchaser; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of the Purchaser; or (iv) violate or result in a default under any material contract to which the Purchaser or any of the Purchaser’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by the Purchaser of this Agreement or the consummation of the Transaction.
(c) The Purchaser acknowledges that upon the Purchaser’s purchase of the Sale Shares that each such Sale Share may be subject to the Permitted Securities Law Restrictions.
(d) The Purchaser is the issuer of the Sale Shares and is capable of evaluating the merits and risks of the Transaction and of protecting the Purchaser’s own interests in connection with the Transaction.
(e) The Purchaser has been given the opportunity to consult with the Purchaser’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily.
(f) No Seller is making any representations or warranties to the Purchaser, and the Purchaser is not relying on any statements, whether oral or written, which may have been made at an...
Representations, Warranties and Agreements of the Purchaser. The Purchaser (for itself and on behalf of the Funds) hereby represents and warrants to the Company and the Guarantors as follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of the Securities or to the Company or the Guarantors on behalf of any other purchaser of the Securities):
(a) The Purchaser has full power and authority to purchase the Securities issued and offered hereby.
(b) The Purchaser and each of the Funds (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) is acquiring the Securities in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; and (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act and any applicable state securities laws.
(c) The Purchaser and each of the Funds is a “qualified institutional buyer” as defined in Rule 144A and/or an institutional “accredited investor” as defined in Rule 501(a), in each case as promulgated under the Securities Act.
(d) The Purchaser understands and acknowledges (for itself and on behalf of the Funds) that (i) the Securities are being offered in transactions that rely on an exemption from registration provided by Section 4(a)(2) under the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Securities has not been registered under the Securities Act or any other securities laws; (iii) if in the future it decides to resell, pledge or otherwise transfer the Securities that it purchases hereunder, those Securities, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any app...
Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Seller as of the date hereof and as of the Settlement Date as follows:
