Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of Seller. The Seller makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of Seller. Seller represents and warrants to Buyer as follows:
Representations of Seller. The Sellers represents to the Buyer as follows:
(a) The Seller has the legal authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary legal actions (including any consent of stockholders required by law or by its charter documents if necessary) to authorize the execution, delivery or performance of this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Seller and countersigned by the Buyer, will constitute its legal, valid and binding obligations in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or similar laws affecting creditors' rights or general equity principles.
(c) Neither the execution, delivery or performance of this Agreement or the consummation of the transactions herein contemplated nor compliance with the terms and provisions hereof will (i) contravene (a) any requirement of law to which Seller is subject, including the securities laws of any jurisdiction or the rules or regulations of any governmental entity or self regulatory body nor (b) any judgment, decree, franchise, order or demand applicable to Seller (i) conflict or be inconsistent with or result in any breach of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of its properties or assets pursuant to the terms of any indenture, mortgage, deed of trust agreement or other instrument to which the Seller is a party or bound or to which it may be subject.
(d) The Seller is not in default with respect to any applicable statute, rules, writ, injunction, decree, order or regulation of any governmental authority having jurisdiction over it which is likely to adversely affect its ability to perform its obligations hereunder and entering into this Agreement will not violate any of them.
(e) Subject to the terms and conditions of this Agreement the Seller will take, or cause to be taken, all reasonable actions, and do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
(f) The Seller represents and covenants to the Buyer that (i) it is the record and beneficial owner of the Stock which is free and clear from any Liens and it shall deli...
Representations of Seller. 32 SECTION 6.02. Corporate Existence....................................... 33 SECTION 6.03.
Representations of Seller. Seller hereby represents and warrants as of the date hereof to Buyer as follows:
8.1.1. Seller is a Delaware statutory trust duly formed, and validly existing and in good standing under the laws of the State of Delaware. Mission Trust Services, LLC is the Signatory Trustee of Seller. Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. Except for the Lender Approval, no authorization, consent, approval, or other action by any person, entity or governmental authority is required in connection with the Seller’s execution and delivery of this Agreement or the consummation of the transaction contemplated hereby. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
8.1.2. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
8.1.3. Attached hereto as Schedule 8.1.3 is a true, correct and complete copy of the rent roll and aged delinquency report for the Property effective as of the date set forth thereon, which is the rent roll and aged delinquency report used by Seller in the ordinary course of business.
8.1.4. There is no claim, action, suit, investigation or proceeding, at law, in equity or otherwise, now pending or, to Seller’s actual knowledge, threatened against the Seller or with respect to the Property.
8.1.5. Except as set forth on Schedule 8.1.5, Seller has not received written notice of nor, to Seller’s actual knowledge, are there any pending condemnation or eminent domain proceedings which would affect any portion of the Property.
8.1.6. To Seller’s actual knowledge, during Seller’s ownership of the Property Seller has not received written notice of the violation of any applicable law, ordinance, order or regulation affecting the Property which violation remains uncured, except as set forth on Schedule 8.1.6.
8.1.7. Neither the execution nor the delivery of this Agreement or the documents contemplated hereby, nor the consummation of the conveyance of the Property to Buyer in accordance with the terms of this Agreement, will conflict with or cause a breach of any of the terms and conditions of, or constitute a default under, any agreement, commi...
Representations of Seller. The Seller shall make the following representations on which the Trustee shall rely in accepting the Receivables in trust and executing and authenticating the Certificates. The representations shall speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Trustee.
Representations of Seller. 32 Section 6.02
Representations of Seller. Seller represents to Buyer that:
Representations of Seller. The Seller makes the following representations on which the Insurer shall be deemed to have relied in executing and delivering the Note Policy and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, Collateral Agent, Trust Collateral Agent and Backup Servicer may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.
