Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:
a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.
Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below):
(i) The Seller is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan.
(ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.
(iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless ...
Representations, Warranties and Agreements of Seller. Seller hereby represents and warrants to, and agrees with Purchaser that:
Representations, Warranties and Agreements of Seller. A. The Seller hereby represents and warrants to the Purchaser as of the Closing Date (or such other date as is specified in the related representation or warranty) as follows:
i. The Seller has been duly created and is validly existing as a corporation under the laws of the State of Delaware;
ii. The execution and delivery of this Agreement by the Seller and its performance of and compliance with the terms of this Agreement will not violate the Seller's charter or by-laws or will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller or to which any of the property or assets of the Seller is subject;
iii. This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, regardless of whether such enforcement is considered in a proceeding in equity or at law;
iv. The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would affect its performance hereunder;
v. No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller which would prohibit its entering into this Agreement or performing its obligations under this Agreement;
vi. The Seller is an approved conventional seller/servicer for FNMA or FHLMC in good standing;
vii. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in the State of Michigan;
viii. With respect to each Mortgage Loan:
(a) that the information set forth in the Mortgage Loan Schedule appearin...
Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the
Representations, Warranties and Agreements of Seller. The Seller, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Purchaser as of each Closing Date:
Representations, Warranties and Agreements of Seller. Except for changes contemplated by this Agreement and changes occurring in the ordinary course of business, the representations, warranties and agreements made by Seller herein shall be true in all material respects on an as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date. Seller and all shareholders of Seller shall have performed in all material respects the obligations, agreements and covenants undertaken by them herein to be performed at or prior to the Closing Date.
Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:
Representations, Warranties and Agreements of Seller. Seller represents and warrants, as of the Adoption Date, that:
a. Seller is not aware of any material, nonpublic information with respect to Issuer or any of its securities (including the Shares).
b. There are no restrictions imposed on Seller, Issuer or the Shares that would prevent Xxxxxxxxxxx from complying with this Plan. Without limiting the foregoing, the Adoption Date is not occurring within any blackout period pertaining to trading in securities of Issuer.
c. Seller is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with any law, including, without limitation, the federal securities laws and any law governing xxxxxxx xxxxxxx.
d. This Plan does not violate any trading policies of Issuer.
e. Seller owns all Shares subject to the Plan, and will own any of the Shares to be issued upon the exercise of Stock Options and sold pursuant to this Plan, free and clear, and such Shares are not, and will not be at the time of the sale of the Shares under the Plan, subject to any pledges, liens, security interests or other impediments to transfer (except for those that Seller has entered into with Xxxxxxxxxxx or limitations imposed by Rule 144 or Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)), nor is there any contractual restriction, litigation, arbitration or other proceeding pending, or to Seller’s knowledge threatened, that would prevent or interfere with the exercise of Stock Options to purchase the Shares or the sale of the Shares under this Plan.
f. With regard to the Stock Options:
(i) The Stock Options are fully vested and exercisable and will remain exercisable until exercised pursuant to this Plan.
(ii) The Shares offered and to be sold by Issuer to Seller pursuant to the exercise of the Stock Options are subject to an effective registration statement on Form S-8 under the Securities Act.
(iii) The Stock Options cover a number of shares of Issuer common stock that are equal to or greater than the number of Shares to be issued upon exercise of Stock Options and sold under this Plan.
(iv) As evidenced by the executed Issuer Certificate (as defined in Section 2.k.), Seller has authorized and instructed Issuer to register or cause its agent(s) to register the Shares to be issued upon the exercise of the Stock Options in the name of Xxxxxxxxxxx (or its designated nominee), which is Seller’s agent and nominee (or, in the event that is not permissible, in Seller’s name).
(v) As evide...
Representations, Warranties and Agreements of Seller. The Seller, hereby makes the representations, warranties and agreements set forth below in this Section to the Purchaser as of the date of this Agreement and as of the applicable Closing Date:
