BUYER AUTHORIZATIONS Clause Samples
The "Buyer Authorizations" clause defines the permissions and approvals that the buyer must possess to enter into and perform under the agreement. Typically, this clause requires the buyer to confirm that it has obtained all necessary corporate, governmental, or third-party consents and that its representatives are duly empowered to execute the contract. By including this provision, the clause ensures that the buyer is legally capable of fulfilling its obligations, thereby reducing the risk of disputes over authority or invalid agreements.
BUYER AUTHORIZATIONS. The Existing Repurchase Agreement is hereby amended by deleting Buyer’s Authorizations on Schedule 2 in its entirety and replacing it with Annex A attached hereto.
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement:
BUYER AUTHORIZATIONS. Buyer is a limited liability company, duly organized and validly existing in the state of its organization or incorporation. ▇▇▇▇▇ has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby. ▇▇▇▇▇’s performance of this Agreement and the transaction contemplated hereby have been duly authorized by all requisite action on the part of Buyer and the individuals executing this Agreement and the documents contemplated hereby on behalf of Buyer have full power and authority to legally bind Buyer.
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Buyer under this Agreement: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Managing Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇▇ ▇▇▇▇▇ Executive Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director Arat Apik Executive Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for JPMorgan Chase Bank, N.A. (“JPMCB”) under this Agreement in connection with the authorization of the release of (i) JPMCB’s security interest with respect to mortgage loans or other residential assets, or any interests therein, arising under this Agreement, and (ii) mortgage loan documents and similar collateral files from document custodians. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Associate ▇▇▇▇ ▇▇▇▇▇▇ Associate ▇▇▇▇ ▇▇▇▇▇ Associate ▇▇▇▇▇ ▇▇▇▇ Associate ▇▇▇▇▇▇▇ ▇▇▇▇▇ Associate Scarlett Fan Associate ▇▇▇▇▇ Money Associate ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇ ▇▇▇▇▇▇▇ Associate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associate ▇▇▇ ▇▇▇▇▇▇ Associate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Associate Seller: QL ▇▇▇▇▇▇ ▇▇▇, LLC REO Subsidiary: QL ▇▇▇▇▇▇ REO, LLC Guarantor: Rocket Mortgage, LLC JPMorgan Chase Bank, National Association ________ __, _____ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [***] Confirmation No.:_____________________ Ladies/Gentlemen: This letter confirms our oral agreement to purchase from you the Mortgage Loans listed in Appendix I hereto, pursuant to the Amended and Restated Master Repurchase Agreement governing purchases and sales of Mortgage Loans among you, QL ▇▇▇▇▇▇ REO, LLC, Rocket Mortgage, LLC, as owner, servicer and guarantor, and us, dated as of May 31, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), as follows: Purchase Date: ________ __, _____ Mortgage Loans to be Purchased: See Appendix I hereto. [Appendix I to Confirmation Letter will list Mortgage Loans] Aggregate Principal Amount of Purchased Assets: Asset Value: Purchase Price: Repurchase/Release Date: Repurchase/Release Price: Names and addresses for communications: Buyer: JPMorgan Chase Bank, National Association ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention...
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Buyer under this Agreement: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Managing Director E▇▇▇ ▇▇▇▇▇ Managing Director M▇▇▇ ▇▇▇▇▇▇ Managing Director A▇▇ ▇▇▇▇ Managing Director Guaranty, dated July 15, 2022 in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA, in respect of certain obligations of Seller’s affiliate under a repurchase agreement with G▇▇▇▇▇▇ S▇▇▇▇ Bank USA, dated July 15, 2022. As of the date hereof, no amounts are outstanding under such repurchase agreement. The maximum amount available to be drawn by Seller’s affiliate under such repurchase agreement as of the date hereof is $300,000,000.
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement: Bank of Montreal 1▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 1▇▇▇▇ Attention: D▇▇▇▇ ▇▇▇▇▇▇ Re: Master Repurchase Agreement, dated as of March 3, 2023 (the “Repurchase Agreement”), between FS CREIT Finance BMO-1 LLC (“Seller”) and Bank of Montreal (“Buyer”). Ladies and Gentlemen: Pursuant to the Repurchase Agreement, Seller hereby requests that Buyer enter into a Transaction to purchase the Eligible Assets listed below on the Asset Schedule attached hereto as Annex 1 in accordance with the Repurchase Agreement. Initial Benchmark: [Term SOFR] Requested Wire Amount: $[ ], netting out the Upfront Fee and the expenses In connection with this Transaction Request and Confirmation, the undersigned hereby certifies that: (i) each of the Transaction conditions precedent set forth in Section 3 of the Repurchase Agreement has been satisfied as of the date hereof, or will be satisfied on the proposed Purchase Date (other than the conditions precedent set forth in clauses (i), (viii), (xi) and (xiii) of Section 3(b) of the Repurchase Agreement); (ii) attached hereto as Annex 1 is the Asset Schedule for the Eligible Asset, (iii) the Summary Diligence Materials relating to the Eligible Asset have been delivered to Buyer in accordance with the Repurchase Agreement, and (iv) attached hereto as Annex 3 are exceptions to the representations and warranties set forth in Schedule 1 of the Repurchase Agreement for the Eligible Asset. Seller hereby acknowledges that this Transaction Request and Confirmation shall not be binding upon Buyer unless and until Buyer has countersigned this Transaction Request and Confirmation and delivered it to Seller. Buyer confirms its agreement to enter into a Transaction to purchase the Eligible Assets which are Purchased Assets listed in Annex 1 hereto in accordance with the terms listed in this Transaction Request and Confirmation, pursuant to the Repurchase Agreement. All capitalized terms used herein but not otherwise defined shall have the meanings specified in the Repurchase Agreement. The Repurchase Agreement is incorporated by reference into this Transaction Request and Confirmation, and is made a part hereof as if it were fully set forth herein and as evidenced hereby until all amounts due in connection with this Transaction are paid in full. FS CREIT FINANCE BMO-1 LLC By: Name: Title:
BUYER AUTHORIZATIONS. Buyer authorizes the Company and/or Buyer's Agent to disclose after closing to each MLS in which the Company participates (consistent with the requirements of each such MLS), the final terms and sales price of the property acquired by Buyer under the terms of this Agreement. Buyer also authorizes the Company and/or Buyer's Agent to communicate with Buyer for the purpose of soliciting real estate related goods and services during and after the term of this Buyer−Broker Agreement, at the following numbers: (hm) (wk) (cell) (fax) and/or (email) . In any transaction for the acquisition of a property, Buyer agrees that the ▇▇▇▇▇▇▇ Money Deposit may be placed in an interest−bearing trust account with interest paid to the Utah Association of Realtors® Housing Opportunity Fund (UARHOF) to assist in creating affordable housing throughout the state.
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for JPMorgan Chase Bank, National Association under this Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Managing Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Executive Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇▇ ▇▇▇▇▇ Executive Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Executive Director ▇▇▇▇▇▇▇ ▇▇▇▇ Executive Director ▇▇▇▇▇ ▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇ ▇▇▇ Vice President Arat Apik Executive Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for JPMorgan Chase Bank, National Association (“JPMCB”) under this Agreement in connection with the authorization of the release of (i) JPMCB’s security interest with respect to mortgage loans or other residential assets, or any interests therein, arising under this Agreement, and (ii) mortgage loan documents and similar collateral files from document custodians. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇ ▇▇▇▇▇▇▇ Associate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Associate ▇▇▇▇ ▇▇▇▇▇ Associate ▇▇▇▇▇▇▇ ▇▇▇▇▇ Associate Scarlett Fan Associate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Associate ▇▇▇▇▇ ▇▇▇▇ Associate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Associate ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associate ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Associate ▇▇▇▇ ▇▇▇▇▇▇▇ Associate ▇▇▇ ▇▇▇▇▇▇▇ Associate ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Operations Supervisor ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President The undersigned hereby certifies that the following individuals, specified as “Authorized Individuals”, are authorized to (i) provide payment instructions with respect to the transfers of Purchase Price in connection with a Transaction or any other payments by Buyer under the Repurchase Agreement, and (ii) confirm payment instructions pursuant to any call-back verifications initiated by Buyer. Authorized Individuals (minimum three required): Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP, Treasury Phone: ▇▇▇-▇▇▇-▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager, Treasury Phone: ▇▇▇-▇▇▇-▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Manager, Treasury Phone: ▇▇▇-▇▇▇-▇▇▇▇ Name: Title: Phone: Name: Title: Phone: Name: Title: Phone: (iii) (iv) FINANCE PORTAL ADMINISTRATORS (v)
BUYER AUTHORIZATIONS. Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ Hye-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Executive Director Executive Director Associate Director [***] [***] [***] [***] Sch. 2-3 Sch. 3-1 BUYER: Bank Name: UBS AG ABA#: [***] A/C#: [***] FBO: UBS 1285 BR – USA RMBS SELLER: Bank Name: JPMorgan Chase Bank, N.A. ABA/Routing Number: [***] Account Name: Rocket Mortgage Operating Account Account Number: [***] Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇. Bloomfield Hills, MI 48302 Exh. A-1 The undersigned, ____________ of [Rocket Mortgage, LLC, a Michigan limited liability company], [One Reverse Mortgage, LLC, a Delaware limited liability company] (the “Seller”), hereby certifies as follows:
1. Attached hereto as Exhibit 1 is a copy of the [Certificate of Conversion/Articles of Organization of Seller as amended by Certificate of Amendment to the Articles of Organization of the Seller] [Certificate of Incorporation, Certificate of Renewal and Revival of Certificate of Incorporation, Certificate of Amendment to Certificate of Incorporation, Certificate of Conversion, Certificate of Formation and Certificate of Amendment to the Certificate of Formation of Seller], as certified by the Secretary of State of the State of [Michigan][Delaware].
2. [Attached hereto as Exhibit 2 is a true, correct and complete copy of the Second Amended and Restated Operating Agreement of Seller which continues in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification, with the exception of updating officer schedules, since July 31, 2021.][Attached hereto as Exhibit 2 is a true, correct and complete copy of Limited Liability Company Agreement of Seller, dated as of December 26, 2007, as amended by Amendment No. 1 thereto, dated as of January 31, 2008, as further amended by Amendment No. 2 thereto, dated as of March 19, 2008, as further amended by Amendment No. 3 thereto, dated as of May 1, 2008, which continues in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification since May 1, 2008.]
3. Attached hereto as Exhibit 3 is a true, correct and complete copy of resolutions adopted by the Board of Directors of the Seller by unanimous written consent on _________ __, 2022 (the “Resolutions”). The Resolutions have not been further amended, modified or rescinded an...
BUYER AUTHORIZATIONS. The Buyer authorizes the Company and/or Buyer’s Agent to: (a) Disclose after Closing to each MLS in which the Company participates (consistent with the requirements of each such MLS), the final terms and sales price of the property acquired by Buyer under the terms of this Agreement; and (b) Communicate with the Buyer for the purpose of soliciting real estate related goods and services during and after the term of this Exclusive Buyer-Broker Agreement. The Buyer further agrees that in any transaction for the acquisition of any property, as referenced in Section 1 above, the ▇▇▇▇▇▇▇ Money Deposit may be placed into an interest-bearing trust account with interest paid to the Utah Association of Realtors Housing Opportunity Fund (UARHOF) to assist in creating affordable housing throughout the state.
