Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.
Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims (a) The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Loan Party and each of its Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 6.5).
Accuracy of Exhibits There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
Change of Name or Location of Loan Files The Servicer shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Collateral from the location referred to in Section 13.2, or change the jurisdiction of its formation, or (y) move, or consent to the Collateral Custodian moving, the Required Asset Documents and Asset Files from the location thereof on the Closing Date, unless the Servicer has given at least 30 days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent as agent for the Secured Parties in the Collateral.
Sxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Schedule of Representations The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.
Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.
Accuracy of Reports All reports required to be filed by the Company within the two years prior to the date of this Agreement (the “SEC Reports”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), have been filed with the SEC, complied at the time of filing in all material respects with the requirements of their respective forms and, except to the extent updated or superseded by any subsequently filed report, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statements of a material fact nor omitted to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Title Type of Work Registration No Registration Date Copyright Claimant Colorado Springs, CO, telephone directory, use through January 2007. Text TX0006336412 4/28/2006 Dex Media, Inc. Colville, WA, and surrounding area telephone directory, use through October 2007. Text TX0006444913 10/6/2006 Dex Media, Inc. Corvallis, CO, and surrounding area, alphabetical listings for Albany and surrounding area, use through Oct. 2007. Text TX0006483516 11/7/2006 Dex Media, Inc. Council Bluffs, IA & surrounding areas telephone directory, June 2007. Text TX0006399774 7/17/2006 Dex Media, Inc. Craig, CO, Meeker, Steamboat Springs telephone directory, use through August 2007. Text TX0006426721 8/30/2006 Dex Media, Inc. Davenport, IA, Bettendorf, Scott County telephone directory, use through October 2007. Text TX0006450386 11/7/2006 Dex Media, Inc. Decorah, IA, Elkader, West Union and surrounding area, telephone directory, use through January 2007. Text TX0006329602 4/27/2006 Dex Media, Inc. Denver, CO, covering the metro area (south) Plus telephone directory, use through December 2007. Text TX0006505993 2/2/2007 Dex Media, Inc. Denver, CO, covering the Metro area, telephone directory, use through December 2007. Text TX0006505955 2/2/2007 Dex Media, Inc. Denver, CO, metro area (east) telephone directory, use through December 2007. Text TX0006507709 2/2/2007 Dex Media, Inc. Denver, CO, metro area (west) telephone directory, use through December 2007. Text TX0006507708 2/2/2007 Dex Media, Inc. Des Moines, IA, and surrounding area, telephone directory, use through November 2007. Text TX0006493357 1/5/2007 Dex Media, Inc. Detroit Lakes, MI, telephone directory, use through 2007. Text TX0006357693 6/15/2006 Dex Media, Inc. Detroit Lakes, MN, and surrounding area, telephone directory, use through May 2006. Text TX0006309112 3/1/2006 Dex Media, Inc. Dex Plus-Twin Cities, MN, Minneapolis and surrounding area/Dex Plus-Twin Cities, St. Paul and surround area, use through April 2007. Text TX0006363132 5/17/2006 Dex Media, Inc. Dickinson, NC, telephone directory, February 2007. Text TX0006351989 4/28/2006 Dex Media, Inc. Dubuque, IA, telephone directory, use through September 2007. Text TX0006435132 10/6/2006 Dex Media, Inc. Durango, CO, Cortez, telephone directory, use through May 2007. Text TX0006357682 6/15/2006 Dex Media, Inc. East Central Minnesota, telephone directory, use through 2007. Text TX0006336347 4/27/2006 Dex Media, Inc. East County, OR, telephone directory, use through February 2007. Text TX0006319866 3/27/2006 Dex Media, Inc. East Tucson, AZ, area telephone directory, use through January 2007. Text TX0006299846 2/23/2006 Dex Media, Inc. East Valley, AZ, telephone directory, use through September 2007. Text TX0006449537 10/27/2006 Dex Media, Inc. East Valley PLUS, and surrounding area, use through September 2007. Text TX0006434775 10/6/2006 Dex Media, Inc. Eastern Montana, telephone directory, use through December 2007. Text TX0006538755 1/5/2007 Dex Media, Inc. Edina, MO, St. Louis Park, telephone directory, use through April 2007. Text TX0006346520 5/16/2006 Dex Media, Inc. Englewood, CO, Littleton, Centennial, Highlands Ranch, South Metro Denver, telephone directory, use through June 2007. Text TX0006399802 7/17/2006 Dex Media, Inc. Estes Park, Allenspark, Glen Haven and surrounding area, use through June 2007. Text TX0006372868 6/13/2006 Dex Media, Inc. Eugene, OR, Springfield, Lane County telephone directory, June 2007. Text TX0006369892 6/13/2006 Dex Media, Inc. Eugene/Springfield plus - use through June 2007. Text TX0006374163 6/13/2006 Dex Media, Inc. Evanston/Demmerer--and surrounding area, telephone directory, use through October 2007. Text TX0006455399 11/7/2006 Dex Media, Inc. Evergreen, CO, telephone directory, use through January 2007. Text TX0006336856 4/28/2006 Dex Media, Inc. Fargo, ND, Moorhead, telephone directory, use through March 2007. Text TX0006336418 4/27/2006 Dex Media, Inc. Faribault, MN, Owatonna telephone directory, use through October 2007. Text TX0006450301 11/7/2006 Dex Media, Inc. Farmington, NM, Aztec, Blanco & others, telephone directory, use through February 2007. Text TX0006337696 4/28/2006 Dex Media, Inc. Fergus Falls, MN, telephone directory, use through September 2007. Text TX0006450380 11/7/2006 Dex Media, Inc. Flagstaff, AZ, and surrounding area, telephone directory, use through May 2007. Text TX0006342725 5/31/2006 Dex Media, Inc. Annex 3 to Guarantee and Collateral Agreement
