Representations, Warranties and Covenants of the Cumulus Parties and the Sale Site Subsidiary Sample Clauses

Representations, Warranties and Covenants of the Cumulus Parties and the Sale Site Subsidiary. (a) The Specified Representations and Warranties (disregarding all qualifications relating to materiality and Material Adverse Effect) shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the applicable Closing Date (after taking into account any curative action that the Cumulus Parties may take between the Signing Date and the applicable Closing Date and solely in respect of the Portfolio Sites subject to such Closing), except for any such representations and warranties that speak as of a specific date or time other than the date of this Agreement or the applicable Closing Date (which shall be true and correct in all material respects as of such specified date or time) (after taking into account any curative action that the Cumulus Parties may take between the Signing Date and such specified date or time and solely in respect of the Portfolio Sites subject to such Closing) and (ii) all other representations and warranties of the Cumulus Parties in this Agreement shall be true and correct in all material respects (disregarding all qualifications relating to materiality and Material Adverse Effect), in each case as of the date of this Agreement and as of the applicable Closing Date (after taking into account any curative action that the Cumulus Parties may take between the Signing Date and the applicable Closing Date and solely in respect of the Portfolio Sites subject to such Closing), except for representations and warranties that speak as of a specific date or time other than the date of this Agreement or the applicable Closing Date (which shall be true and correct in all material respects as of such specified date or time); provided, however, that clause (ii) shall nevertheless be deemed satisfied unless the inaccuracy, falsity or incorrectness of any such representations or warranties (disregarding all qualifications relating to materiality or Material Adverse Effect) has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (after taking into account any curative action that the Cumulus Parties may take between the Signing Date and the applicable Closing Date); and provided further, for purposes of determining whether the conditions in clauses (i) and (ii) have been satisfied, the Excluded Sites shall not be included in such representations and warranties (unless and until such site ceases to be designated or deemed an Excluded Site).
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Related to Representations, Warranties and Covenants of the Cumulus Parties and the Sale Site Subsidiary

  • Representations, Warranties and Covenants of the Master Servicer and the Company (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a)

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

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  • Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).

  • Representations, Warranties and Covenants of the Special Servicer (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:

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