Transferor Representations and Warranties. (a) The Transferor hereby makes the representations and warranties to the Issuer as of the Cut-Off Date and the Subsequent Transfer Date specified in Section 3.1(a) of the Purchase Agreement.
(b) The Transferor further represents and warrants to the Grantor Trustee that with respect to the Subsequent Loans as of the Subsequent Transfer Date each of the representations and warranties contained in Section 3.04 of the Sale and Servicing Agreement are true and correct. It is understood and agreed that the representations and warranties set forth in this Section 5(b) shall survive delivery of the respective Subsequent Loan Files to the Grantor Trustee on behalf of the Grantor Trust. In the event that (a) any of the representations and warranties of the Transferor in Section 3.04 of the Sale and Servicing Agreement are determined to be untrue in a manner that materially and adversely affects the value of, or the interests of the Grantor Trust Holder in, any Subsequent Loan with respect to which such representation or warranty is made and (b) the Transferor shall fail to cure such breach within the time period specified in Section 3.05 of the Sale and Servicing Agreement, the Transferor shall be obligated to repurchase or substitute the affected Subsequent Loan(s) in accordance with the provisions of Section 3.05 of the Sale and Servicing Agreement. With respect to representations and warranties made by the Transferor pursuant to this Section 5(b) that are made to the Transferor's best knowledge, if it is discovered by any of the Transferor or the Grantor Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Subsequent Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
Transferor Representations and Warranties. As a material inducement to the REIT Parties to execute this Agreement and to the REIT Parties to consummate the transactions contemplated hereunder, Transferor and MTP jointly and severally represent and warrant to the REIT Parties with respect to itself and the Property, that as of the date hereof and as of the Closing Date:
Transferor Representations and Warranties. The Transferor hereby represents and warrants to the Seller and the Trustee as of the date hereof and as of the Closing Date that:
(a) The Transferor is duly organized and validly existing as a business trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
(b) The Transferor is duly qualified to do business as a foreign business trust in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Transferor and the ability of the Transferor to perform under this Purchase Agreement.
(c) The Transferor has the power and authority to execute and deliver this Purchase Agreement and to carry out its terms; the Transferor has full power and authority to purchase the property to be purchased from the Seller and the Transferor has duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Purchase Agreement have been duly authorized by the Transferor by all necessary trust action.
(d) The consummation of the transactions contemplated by this Purchase Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of trust or the trust agreement of the Transferor, or any indenture, agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Transferor's knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties.
(e) The Transferor (A) is a solvent entity and is paying its debts as they become due and (B) after giving effect to the transfer of the Loan...
Transferor Representations and Warranties. Transferor represents and warrants to Transferee as follows:
(a) Transferor is a corporation, duly organized under the laws of the State of ___________________ with full right, power and authority to fulfill all of its obligations hereunder or as herein contemplated.
(b) The execution and delivery by Transferor of this Agreement and the consummation by Transferor of the transactions contemplated by this Agreement have been duly authorized by all requisite action of Transferor and no other action or approval is required to enable Transferor to consummate the transactions contemplated by this Agreement.
Transferor Representations and Warranties. Each Transferor represents and warrants (as to itself only) to VTR that the statements contained in this Section 3.1 are correct and complete as of the date of this Agreement.
Transferor Representations and Warranties. As a material inducement to the District, TNC, and DOI entering into this Agreement, each Transferor individually and not
(a) Except as set forth below, Transferor is the legal, fee simple title holder of the Transferor's Real Property and has good and marketable title to such Transferor's Real Property, free and clear of all easements, restrictions, conditions, liens, encumbrances, mortgages, leases and security interests, except those which shall be discharged prior to Closing and the Transferor's Permitted Exceptions. Okeelanta has disclosed to the Parties hereto that it is not presently the fee simple owner of the King Realty Parcel, but it shall perform all acts necessary to cause legal title to said parcel to be conveyed at Closing in accordance with the terms and conditions set forth herein for the conveyance of the balance of Transferor's Real Property, except that the King Realty Parcel will not be transferred subject to Transferor's Reservations but will be transferred subject to the King Realty Lease. The Co-Op has disclosed to the Parties that it is not presently the fee simple owner of the Co-Op Real Property, but it shall perform all acts necessary to cause legal title to said parcel to be conveyed at Closing in accordance with the terms and conditions set forth herein for the conveyance of the balance of Transferors' Real Property. There shall be no change in the ownership, operation or control of any party constituting Transferor from the Effective Date through the date of Closing.
(b) At Closing, Transferor shall not be in default, nor any circumstances exist which would give rise to a default under any of the documents, recorded or unrecorded, referred to in Transferor's Title Binder(s).
(c) Except as set forth in the District's Environmental Assessment, Transferor's Real Property, and the occupancy, use and operation thereof, are in material compliance with all (1) Environmental Laws and (2) other applicable federal, state and local governmental laws, ordinances, regulations, licenses, permits, and authorizations, including, without limitation, applicable zoning laws and regulations and Governmental Approvals, and Transferor has no knowledge of any violations.
(d) Except for the NEPA Lawsuit, and those actions filed, maintained or threatened by the District or its representatives relating to the condemnation of STA Land, there is no pending, or to Transferor's knowledge, threatened federal, state or local judicial, county or administrati...
Transferor Representations and Warranties. Transferor hereby represents and warrants that (a) Transferor (and the undersigned representatives of Transferor, if any) has full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on the part of Transferor to be observed or performed; (b) the Loan Documents and this Agreement constitute valid and binding obligations of Transferor, subject to the release and covenant not to xxx set forth in Sections 6.1 and 6.2 below; and (c) there are no offsets, counterclaims or defenses against this Agreement or the Loan Documents.
Transferor Representations and Warranties. 15 ARTICLE IV.......................................................................................................16
Transferor Representations and Warranties. 22 Section 3.03
Transferor Representations and Warranties. The Transferor represents, promises and warrants to the Transferee that:
5.1 The Transferor has paid total registered capital of the subject company fully and obtained the capital verification report through capital verification. No feigned capital contribution or capital flight acts exist.
5.2 The Transferor has legal, effective and complete rights of disposing the transfer subject under the terms of this Agreement. The transfer subject held by the Transferor has no other pledge or guarantee in any other forms or third party rights except all the pledges given to the Transferee.
