Seller Representations. Seller represents and warrants to Purchaser as follows:
(a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.
(b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person.
(c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement.
(d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws.
(e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.
Seller Representations. The Seller hereby represents and warrants to the Purchaser that, as of the related Closing Date:
Seller Representations. Seller represents and warrants to Buyer as follows:
Seller Representations. The Seller hereby represents and warrants to the Purchaser that, as of the related Closing Date:
(a) Due Organization and Authority. The Seller is a national banking association, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller. The Seller has corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement has been duly executed and delivered and constitutes the valid, legal, binding and enforceable obligation of the Seller, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms;
Seller Representations. Seller hereby represents and warrants that:
(a) no Default, Event of Default or Margin Deficit exists, and no Default, Event of Default or Margin Deficit will occur as a result of the execution, delivery and performance by Seller of this Amendment; and
(b) all representations and warranties contained in the Master Repurchase Agreement are true, correct, complete and accurate in all respects (except such representations which by their terms speak as of a specified date and subject to any exceptions disclosed to Buyer in an Exception Report prior to such date and approved by Buyer).
Seller Representations. Seller hereby represents and warrants that:
(a) no Potential Event of Default, Event of Default or Margin Deficit has occurred and is continuing, and no Potential Event of Default, Event of Default or Margin Deficit will occur as a result of the execution, delivery and performance by Seller of this Amendment; and
(b) the representations and warranties contained in Article 9 of the Master Repurchase Agreement are true and correct in all material respects (except to the extent that such representations and warranties specifically refer to any earlier date, in which case Seller represents and warrants that such representations and warranties are true and correct as of such earlier date and except that the representations and warranties regarding Seller or Guarantor’s financial statements are deemed to refer to the most recent financial statements furnished to Buyer).
Seller Representations. Seller hereby represents and warrants that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;
(b) Seller has or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder;
(c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity or at law);
(d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course; and
(e) Neither the execution nor delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Seller.
Seller Representations. Seller hereby represents and warrants that:
(a) no Potential Event of Default, Event of Default or Margin Deficit exists, and no Potential Event of Default, Event of Default or Margin Deficit will occur as a result of the execution, delivery and performance by Seller of this Amendment;
(b) the representations and warranties made by Seller, Pledgor and Guarantor in any of the Transaction Documents are true, correct, complete and accurate in all respects as of the date hereof (except such representations which by their terms speak as of a specified date and subject to any exceptions disclosed to Buyer in a Requested Exceptions Report prior to such date and approved by Buyer);
(c) (i) no amendments have been made to the organizational documents of Seller since May 31, 2017, (ii) Seller has authority to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment and (iii) there have been no changes to any of certifications made by Seller pursuant to that certain Officer’s Certificate from a Responsible Officer of Seller dated March 12, 2019; and
Seller Representations. Seller represents and warrants that: (1) that there are no Buildings, structures, fixtures and other improvements owned by others on the subject Property; or (2)that there are no private or governmental actions, suits, proceedings or investigations pending against Seller which could have an adverse effect on the Property.
Seller Representations. Seller represents and warrants to Buyer that as of the Purchase Date for the purchase of any Purchased Assets by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Repurchase Documents and any Transaction hereunder is in full force and effect:
(a) Acting as Principal. Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal);
