Representations, Warranties, and Covenants of Original Borrower Sample Clauses

Representations, Warranties, and Covenants of Original Borrower. (a) Original Borrower and Original Tenant hereby represent to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, (A) Original Borrower has conveyed and transferred all of the Property (including, without limitation, all of its right, title and interest as landlord under the Urban Renewal Lease and subtenant under the Master Sublease) to Assuming Borrower and (B) Original Tenant has assigned all of its right, title and interest as tenant under the Urban Renewal Lease and sublandlord under the Master Sublease to New Tenant; (ii) without limiting the foregoing, contemporaneously with the execution and delivery hereof, Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (“Leases”) retaining no rights therein or thereto; (iii) neither Original Borrower nor Original Tenant has received a mortgage or other security interest from Assuming Borrower or New Tenant encumbering the Property (or any interest therein) to secure the payment of any sums due Original Borrower or Original Tenant or any obligations to be performed by Assuming Borrower or New Tenant; (iv) subject to the Permitted Exceptions, the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) to Original Borrower’s and Original Tenant’s knowledge, there are no defaults by Original Borrower under the provisions of the Note, the Mortgage, the Assignment of Rents or the other Loan Documents; (vi) neither Original Borrower nor Original Tenant (nor any affiliate thereof) has any defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage, the Assignment of Rents or the other Loan Documents; (vii) all provisions of the Note, the Mortgage, the Assignment of Rents and the other Loan Documents are in full force and effect, except as modified herein; (viii) other than as may be expressly permitted by the Loan Documents, there are no subordinate liens of any kind covering or relating to the Property (or any interest therein) nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property (or any interests therein), nor has notice of a lien or notice of intent to file a lien been received, (ix) there exists no default unde...
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Related to Representations, Warranties, and Covenants of Original Borrower

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

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