Representations, Warranties and Covenants of Seller and Parent Sample Clauses

Representations, Warranties and Covenants of Seller and Parent. Knowing that Buyer relies thereon, Seller and Parent, jointly and severally, represent, warrant and covenant to Buyer as of the Closing as follows:
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Representations, Warranties and Covenants of Seller and Parent. Each of Seller and Parent shall have complied in all material respects with their respective agreements and covenants contained herein to be performed on or prior to the -34- 42 Closing Date, and the respective representations and warranties of each of Seller and Parent contained herein (without giving effect to any materiality qualifiers therein) shall be true and correct in all respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties (without giving effect to any materiality qualities therein) the same shall continue on the Closing Date to have been true and correct in all respects as of the specified date and except in each case above where the failure of any such representations and warranties to be so true and correct, individually and in the aggregate, would not have a Material Adverse Effect. Buyer shall have received a certificate of Seller and Parent, dated as of the Closing Date and signed by officers of Seller and Parent, certifying as to the fulfillment of the condition set forth in this Section 7.01 (the "Seller's Certificate").
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Representations, Warranties and Covenants of Seller and Parent. As an inducement to Buyer to enter into this Agreement, Seller and the Parent jointly and severally hereby represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date as follows:
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Representations, Warranties and Covenants of Seller and Parent 
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Related to Representations, Warranties and Covenants of Seller and Parent

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • 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:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

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

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Representations, Warranties and Covenants of the Seller and Master Servicer (a) The Seller hereby makes the representations and warranties set forth in (i) Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

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