WARRANTIES AND REPURCHASE BY THE SELLER Sample Clauses

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any o...
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WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (ii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Sale Date. (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1 and the Security Trustee (as the case may be) either to enter into this Agreement and the other Transaction Documents to which is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1 and the Security Trustee has entered into this Agreement and the other Transaction Documents to which it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1 and/or the Security Trustee or otherwise disclosed to any of them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding 1 nor the Security Trustee has made any enquiries of any matter.
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WARRANTIES AND REPURCHASE BY THE SELLER. (a) (i) The Seller hereby makes the Corporate Representations and Warranties set out in Schedule 1 as at the date of the Principal Agreement in favour of the LLP and the Security Trustee.
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WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 On the Closing Date, the Seller shall represent and warrant to the Issuer and the Security Trustee, with reference to the facts and circumstances then subsisting, that: (a) it is duly incorporated and validly existing under the law of England and Wales; (b) it has the power, authority and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery, of the Transaction Documents to which it is a party, as well as the transactions contemplated thereunder; (c) no Insolvency Event has occurred in respect of it; (d) the obligations expressed to be assumed by it in the Transaction Documents to which it is a party are legal, valid, binding and enforceable obligations, subject to any laws from time to time in effect relating to bankruptcy, insolvency, reorganisation or any other laws or procedures affecting generally the enforcement of creditors' rights and by the general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and are enforceable against it in accordance with their respective terms; (e) it has obtained and maintains in effect all authorisations, approvals, licences and consents required in connection with its business to manage the Loans and their Related Security under this Agreement pursuant to any requirement of law and any regulatory direction applicable to the Seller in the United Kingdom; (f) the entry into, performance by it of, and the transactions contemplated by the Transaction Documents to which it is a party do not and will not conflict in any material respect 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: (i) any existing law, court order or regulation applicable to it; (ii) its constitutional documents; or (iii) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument; (g) the Seller was a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 as it forms part of domestic law in the United Kingdom by virtue of the EUWA at the time of origination of the Loans in the Portfolio; (h) the Transaction Documents to which it is a party have been duly executed and delivered by it; (i) the arrangements provided for and/or contemplated by the Transaction Documents are not desi...
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WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) (i) As at the Initial Closing Date, the Seller makes the Representations and Warranties in respect of each Loan and its Related Security comprised in the Initial Portfolio sold by it on the Initial Closing Date in favour of the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee.
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WARRANTIES AND REPURCHASE BY THE SELLER 
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Related to WARRANTIES AND REPURCHASE BY THE SELLER

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • Additional Representations and Warranties of the Seller The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • Representations and Warranties by the Purchaser The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreit. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreit, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. Pxxxxxxxx has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreit. (f) Purchaser has been advised that the Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and knowledge of financial and business matters is correct, current, and complete. (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

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