Representations and Warranties of the Seller and the Purchaser. (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:
Representations and Warranties of the Seller and the Purchaser. (a) To induce the Purchaser to enter into this Agreement, the Seller hereby makes for the benefit of the Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents and warrants to the Purchaser as of the date hereof that:
Representations and Warranties of the Seller and the Purchaser. (a) To induce the Purchaser to enter into this Agreement, the Seller hereby makes for the benefit of the Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents and warrants to the Purchaser as of the date hereof that: (i) The Seller is duly organized and is validly existing as a corporation in good standing under the laws of New York. The Seller has the requisite power and authority and legal right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller, and assuming the due authorization, execution and delivery hereof by the Purchaser, this Agreement constitutes the valid, legal and binding agreement of the Seller, enforceable in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. (iii) No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Seller with this Agreement, or the consummation by the Seller of any transaction contemplated hereby, other than (1) such qualifications as may be required under state securities or blue sky laws, (2) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the Seller's sale of the Mortgage Loans to the Purchaser, (...
Representations and Warranties of the Seller and the Purchaser. 4.1 The Seller hereby represents and warrants to the Purchaser that all the representations and warranties stated in the Schedule hereunder written are true, correct, complete and accurate in all respects or (as the case may be) have been wholly performed in every manner as of the date of this Agreement and that the Seller is not aware of any circumstances which would make the representations incorrect or false. The Seller agrees and acknowledges that the Purchaser is entering into this Agreement strictly in reliance upon the Seller’s representations and warranties set forth herein.
Representations and Warranties of the Seller and the Purchaser. 11 5.1. Representations and Warranties of Seller 11 5.2. Representations and Warranties of the Purchaser 16 5.3. Survival 16 5.4. Indemnification of the Purchaser 16 6. SECTION INTENTIONALLY LEFT BLANK 17 7. MUTUAL COOPERATION 17 7.1. Conduct of Business Prior to Closing 17 7.2. Access for Investigation Prior to Closing 17 7.3. Actions to Satisfy Closing Conditions 18 7.4. Transfer of Purchased Assets 18 8. MISCELLANEOUS 18 8.1. Successors and Assigns 18 8.2. Brokers 18 8.3. Legal Fees 18 8.4. Public Announcement 18 8.5. Entire Agreement 18 8.6. Notices 19 8.7. Time of Essence 19 8.8. Counterparts 19 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is effective April 19, 2022,
Representations and Warranties of the Seller and the Purchaser. Each of the Seller and the Purchaser represent and warrant as of the date of this Amendment as follows:
Representations and Warranties of the Seller and the Purchaser. Each of the Seller and the Purchaser represent and warrant to each Stockholder that:
Representations and Warranties of the Seller and the Purchaser. The Seller represents and warrants to the Purchaser that:
Representations and Warranties of the Seller and the Purchaser
