The Purchaser Sample Clauses
The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
The Purchaser. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, the execution and delivery of this Subscription has been duly authorized by all necessary action, this Subscription has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription and make an investment in the Company, and represents that this Subscription constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------- Seller By: --------------------------------- Name --------------------------------- Title --------------------------------- EXHIBIT I FORM OF TRANSFEROR REPRESENTATION LETTER , 20 --------- ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 00000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxx 0000 Xxxx Xx. Xxxxxx Xxxxe Santa Ana, California 92705 Attentiox: Xxxxxxxxxxxxx Xxxxx Xxxxxxxx, GMACM Series 2005-AR5 Re: GMACM Mortgage Pass-Through Certificates, Series 2005-AR5, [Class B-[__]] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 2005-AR5, Class (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of August 17, 2005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, ...
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code of 1986, as amended ("Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or
The Purchaser. Except if specifically otherwise provided elsewhere in this Agreement, the Purchaser shall, at all times after the date hereof, indemnify and defend the Seller, for itself and as trustee for its officers, directors and employees against, and hold the Seller, its officers, directors and employees harmless from, any and all Loss incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, the Seller, its officers, directors and employees, for personal injury or death to persons or damage to property arising out of the Purchaser’s negligent or intentional act or omission in connection with this Agreement. Notwithstanding anything to the contrary in the preceding sentence, nothing in this Section 11.1(a) shall apply to any Loss in respect of and to the extent to which the Seller receives proceeds from insurance policies or indemnification from another party.
The Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of the Purchaser, to the satisfaction or waiver of the following conditions:
(a) All of the representations and warranties of the Selling Shareholders set forth in this Agreement, as of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltine;
(b) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree;
(c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement;
(d) The Purchaser shall have received, in form and substance satisfactory to the Purchaser and its counsel, evidence of the Shareholder's, the Company's and each of the Subsidiaries' due incorporation and good standing under the laws of their respective jurisdictions of incorporation;
(e) The Purchaser shall have received a duly executed legal opinion dated as of the Closing Date of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as to the Organisation, general authority, qualification and capitalisation of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts.
(f) The Purchaser shall have received stock certificates representing all of the outstanding Shares, duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank;
(g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies o...
The Purchaser. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. As of the Effective Time, all of the outstanding capital stock of the Purchaser will be owned directly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, the Purchaser has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any Person, except as would not reasonably be expect to have a material adverse effect on the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement.
The Purchaser. I, hereby confirm that the full extent of my obligations and rights herein have been explained to me and that I have been given an opportunity to make the necessary enquiries in respect of the SALE OBJECT and all material aspects related to it. I understand the effect of this Agreement.
The Purchaser. 6.3.1 warrants that his financial position is such that, having regard to the criteria or requirements usually applied by banks, his application for a loan should not be refused.
6.3.2 shall use his best endeavor to procure fulfilment of the said condition precedent and, without limiting the generality of the aforegoing, the Purchaser undertakes to do all such things as are normally required by any bank in connection with the grant of such loan ;
The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. Section 2510.3-101; or