Representations of the Note Holders Sample Clauses

Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.
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Representations of the Note Holders. Each Note Holder represents and warrants to each other Note Holder that, as of the date hereof (or in connection with a new Holder of a Note following a Transfer, as of the date of such Transfer):
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Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that
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Representations of the Note Holders. 31 Section 12. No Creation of a Partnership or Exclusive Purchase Right. 31 Section 13. Other Business Activities of the Note Holders. 31 Section 14. Sale of the Notes. 31 Section 15. Registration of the Notes and Each Note Holder. 34 Section 16. Governing Law; Waiver of Jury Trial. 35 Section 17. Submission To Jurisdiction; Waivers. 35 Section 18. Modifications. 36 Section 19. Successors and Assigns; Third Party Beneficiaries. 36 Section 20. Counterparts. 36 Section 21. Captions. 36 Section 22. Severability. 36 Section 23. Entire Agreement. 37 Section 24. Withholding Taxes. 37 Section 25. Custody of Mortgage Loan Documents. 38 Section 26. Cooperation in Securitization. 38 Section 27. Notices. 39 Section 28. Broker. 39 Section 29. Certain Matters Affecting the Agent. 40 Section 30. Reserved. 40 Section 31. Resignation of Agent. 40 Section 32. Resizing. 41 This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 19, 2019 by and between XXXXXX XXXXXXX BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”) and XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
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Representations of the Note Holders. 30 Section 12. No Creation of a Partnership or Exclusive Purchase Right. 30 Section 13. Other Business Activities of the Note Holders. 30 Section 14. Sale of the Notes. 31 Section 15. Registration of the Notes and Each Note Holder. 33 Section 16. Governing Law; Waiver of Jury Trial. 34 Section 17. Submission To Jurisdiction; Waivers. 34 Section 18. Modifications. 35 Section 19. Successors and Assigns; Third Party Beneficiaries. 35 Section 20. Counterparts. 35 Section 21. Captions. 35 Section 22. Severability. 36 Section 23. Entire Agreement. 36 Section 24. Withholding Taxes. 36 Section 25. Custody of Mortgage Loan Documents. 37 Section 26. Cooperation in Securitization. 37 Section 27. Notices. 38 Section 28. Broker. 38 Section 29. Certain Matters Affecting the Agent. 39 Section 30. Reserved. 39 Section 31. Resignation of Agent. 39
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Representations of the Note Holders. Each of the Note Holders severally represents and warrants to the Company as follows:
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Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of
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Related to Representations of the Note Holders

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of the Company The Company represents and warrants to the Purchaser that:

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