Common use of Seller Principal’s Representations and Warranties Clause in Contracts

Seller Principal’s Representations and Warranties. Each Seller Principal hereby represents and warrants as to itself that: (a) Seller Principal is duly authorized to execute, deliver and perform this Agreement. (b) Any court or third-party approvals necessary for Seller Principal to enter into this Agreement have been obtained. (c) The entities and/or persons executing this Agreement on behalf of Seller Principal are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transaction contemplated therein constitute valid and binding obligations of Seller Principal, enforceable against Seller Principal in accordance with their terms, except as may be limited in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdiction. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no bankruptcy, receivership or insolvency proceeding pending or to Seller Principal’s knowledge, threatened against Seller Principal. (g) Seller Principal does not have any intention to do any of the following prior to the Closing or within the 180 days following the Closing: (i) seek entry of any order for relief as debtor and a proceeding under the Code (hereinafter defined), (ii) seek consent to or not contest the appointment of a receiver or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) make a general assignment for the benefit of its creditors. (h) All information provided to Lender or Midland by Seller or Seller Principal, or any of their respective employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller Principal and will not infringe upon or violate any intellectual property rights of any party. Seller Principal, by its execution of this Agreement, jointly and severally with Seller, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the foregoing representations and warranties or any fraudulent or tortious conduct of Seller or Seller Principal in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data presented to Lender. (i) All representations and warranties referred to herein shall be true as of the date of this Agreement and Closing and shall survive Closing. Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement.

Seller Principal’s Representations and Warranties. Each Seller Principal hereby represents and warrants as to itself that: (a) Seller Principal is duly authorized to execute, deliver and perform this Agreement. (b) Any court or third-party approvals necessary for Seller Principal to enter into this Agreement have been obtained. (c) The entities and/or persons executing this Agreement on behalf of Seller Principal are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and have not been modified either orally or in writing, and the transaction contemplated therein constitute valid and binding obligations of Seller Principal, enforceable against Seller Principal in accordance with their terms, except as may be limited and have not been modified either orally or in the future (i) by bankruptcy, insolvency or similar laws, or (ii) by general principles of equity by a court of competent jurisdictionwriting. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no bankruptcy, receivership or insolvency proceeding pending or to Seller Principal’s knowledge, threatened against Seller Principal. (g) Seller Principal does not have any intention to do any of the following prior to the Closing or within the 180 days following the Closing: (i) seek entry of any order for relief as debtor and a proceeding under the Code (hereinafter defined), (ii) seek consent to or not contest the appointment of a receiver or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) make a general assignment for the benefit of its creditors. (h) All information provided to Lender or Midland by Seller or Seller Principal, or any of their respective its employees, officers, directors, partners, members, managers or representatives, in connection with or relating to (i) this Agreement or the transactions contemplated hereby or (ii) the Property, contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Midland to any rating agency is expressly consented to by Seller Principal and will not infringe upon or violate any intellectual property rights of any party. Seller Principal, by its execution of this Agreement, jointly and severally with Seller, agrees to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Midland) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the foregoing representations and warranties or any fraudulent or tortious conduct of Seller or Seller Principal in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data presented to LenderLender by Seller. (i) All representations and warranties referred to herein shall be true as of the date of this Agreement and Closing and shall survive Closing. Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement.